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                        FINANCIAL ASSET SECURITIES CORP.,
                                    Depositor

                           FREMONT INVESTMENT & LOAN,
                                    Servicer

                             WELLS FARGO BANK, N.A.
                     Master Servicer and Trust Administrator

                                       and

                                  HSBC Bank USA
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                             Dated as of May 1, 2004




                           ___________________________

                         Fremont Home Loan Trust 2004-B

                    Asset-Backed Certificates, Series 2004-B



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<PAGE>



<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page
<S>                                                                                                            <C>

                                                     ARTICLE I

                                                    DEFINITIONS
SECTION 1.01.     Defined Terms...................................................................................3
SECTION 1.02.     Accounting.....................................................................................46
SECTION 1.03.     Allocation of Certain Interest Shortfalls......................................................46

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.     Conveyance of Mortgage Loans...................................................................48
SECTION 2.02.     Acceptance by Trustee..........................................................................51
SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the Originator.................................52
SECTION 2.04.     Representations and Warranties of the Master Servicer..........................................55
SECTION 2.05.     Representations, Warranties and Covenants of the Servicer......................................56
SECTION 2.06.     Representations and Warranties of the Depositor................................................59
SECTION 2.07.     Issuance of Certificates.......................................................................60
SECTION 2.08.     [Reserved].....................................................................................61
SECTION 2.09.     Acceptance of REMIC 1 and REMIC 2 by the Trustee; Conveyance
                  of REMIC 1 Regular Interests; Issuance of Certificates.........................................61

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS
SECTION 3.01.     Servicer to Act as Servicer....................................................................62
SECTION 3.02.     Sub-Servicing Agreements Between Servicer and Sub-Servicers....................................64
SECTION 3.03.     Successor Sub-Servicers........................................................................65
SECTION 3.04.     Liability of the Servicer......................................................................66
SECTION 3.05.     No Contractual Relationship Between Sub-Servicers and the Trustee,
                  the Trust Administrator or Certificateholders..................................................66
SECTION 3.06.     Assumption or Termination of Sub-Servicing Agreements by Trust
                  Administrator or Trustee.......................................................................66
SECTION 3.07.     Collection of Certain Mortgage Loan Payments...................................................67
SECTION 3.08.     Sub-Servicing Accounts.........................................................................67
SECTION 3.09.     Collection of Taxes, Assessments and Similar Items; Servicing
                  Accounts.......................................................................................68
SECTION 3.10.     Collection Account and Distribution Account....................................................69
SECTION 3.11.     Withdrawals from the Collection Account and Distribution
                  Account71........................................................................................


                                                         i

<PAGE>



SECTION 3.12.     Investment of Funds in the Collection Account and the Distribution
                  Account........................................................................................73
SECTION 3.13.     [Reserved].....................................................................................75
SECTION 3.14.     Maintenance of Hazard Insurance and Errors and Omissions and
                  Fidelity Coverage..............................................................................75
SECTION 3.15.     Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................76
SECTION 3.16.     Realization Upon Defaulted Mortgage Loans......................................................77
SECTION 3.17.     Trustee to Cooperate; Release of Mortgage Files................................................79
SECTION 3.18.     Servicing Compensation.........................................................................80
SECTION 3.19.     Reports to the Trustee and the Trust Administrator; Collection
                  Account Statements.............................................................................81
SECTION 3.20.     Statement as to Compliance.....................................................................81
SECTION 3.21.     Independent Public Accountants' Servicing Report...............................................81
SECTION 3.22.     Annual Certification...........................................................................82
SECTION 3.23.     Access to Certain Documentation................................................................82
SECTION 3.24.     Title, Management and Disposition of REO Property..............................................83
SECTION 3.25.     Obligations of the Servicer in Respect of Prepayment Interest
                  Shortfalls.....................................................................................86
SECTION 3.26.     [Reserved].....................................................................................86
SECTION 3.27.     Obligations of the Servicer in Respect of Mortgage Rates and
                  Monthly Payments...............................................................................86
SECTION 3.28.     Solicitations..................................................................................87
SECTION 3.29.     Net WAC Rate Carryover Reserve Account.........................................................87
SECTION 3.30.     [Reserved].....................................................................................88
SECTION 3.31.     Servicer Indemnification.......................................................................89

                                                    ARTICLE IV

                                        ADMINISTRATION AND MASTER SERVICING
                                   OF THE MORTGAGE LOANS BY THE MASTER SERVICER
SECTION 4.01.     Master Servicer................................................................................90
SECTION 4.02.     REMIC-Related Covenants........................................................................91
SECTION 4.03.     Monitoring of Servicer.........................................................................91
SECTION 4.04.     Fidelity Bond..................................................................................92
SECTION 4.05.     Power to Act; Procedures.......................................................................92
SECTION 4.06.     Due-on-Sale Clauses; Assumption Agreements.....................................................93
SECTION 4.07.     Reserved.......................................................................................93
SECTION 4.08.     Documents, Records and Funds in Possession of Master Servicer To
                  Be Held for Trustee............................................................................93
SECTION 4.09.     [Reserved].....................................................................................94
SECTION 4.10.     [Reserved].....................................................................................94
SECTION 4.11.     [Reserved].....................................................................................94
SECTION 4.12.      Trustee to Retain Possession of Certain Insurance Policies and
                  Documents......................................................................................94
SECTION 4.13.      [Reserved]....................................................................................94
SECTION 4.14.     Compensation for the Master Servicer...........................................................94


                                                        ii

<PAGE>



SECTION 4.15.     [Reserved].....................................................................................95
SECTION 4.16.     Annual Officer's Certificate as to Compliance..................................................95
SECTION 4.17.     Annual Independent Accountant's Servicing Report...............................................95
SECTION 4.18.     [Reserved].....................................................................................96
SECTION 4.19.     Obligation of the Master Servicer in Respect of Prepayment Interest
                  Shortfalls.....................................................................................96
SECTION 4.20.     [Reserved].....................................................................................96
SECTION 4.21.     [Reserved].....................................................................................96

                                                     ARTICLE V

                                                   FLOW OF FUNDS
SECTION 5.01.     Distributions..................................................................................97
SECTION 5.02.     [Reserved]....................................................................................103
SECTION 5.03.     Statements....................................................................................103
SECTION 5.04.     Remittance Reports; Advances..................................................................106
SECTION 5.05.     [Reserved]....................................................................................108
SECTION 5.06.     Reports Filed with Securities and Exchange Commission.........................................108
SECTION 5.07.     Distributions on the REMIC Regular Interests..................................................108

                                                    ARTICLE VI

                                                 THE CERTIFICATES
SECTION 6.01.     The Certificates..............................................................................112
SECTION 6.02.     Registration of Transfer and Exchange of Certificates.........................................112
SECTION 6.03.     Mutilated, Destroyed, Lost or Stolen Certificates.............................................118
SECTION 6.04.     Persons Deemed Owners.........................................................................118
SECTION 6.05.     Appointment of Paying Agent...................................................................118

                                                    ARTICLE VII

                                THE SERVICER, THE MASTER SERVICER AND THE DEPOSITOR
SECTION 7.01.     Liability of the Servicer, the Master Servicer and the Depositor..............................120
SECTION 7.02.     Merger or Consolidation of, or Assumption of the Obligations of, the
                  Servicer, the Master Servicer or the Depositor................................................120
SECTION 7.03.     Limitation on Liability of the Servicer, the Master Servicer and
                  Others........................................................................................120
SECTION 7.04.     Servicer Not to Resign........................................................................121
SECTION 7.05.     Master Servicer Not to Resign.................................................................122
SECTION 7.06.     Assignment of Master Servicing................................................................122
SECTION 7.07.     Delegation of Duties..........................................................................122
SECTION 7.08.     Reserved......................................................................................123
SECTION 7.09.     Inspection....................................................................................123



                                                        iii

<PAGE>



                                                   ARTICLE VIII

                                                      DEFAULT
SECTION 8.01.     Servicer Events of Termination and Master Servicer Events of
                  Termination...................................................................................124
SECTION 8.02.     Master Servicer to Act; Appointment of Successor..............................................128
SECTION 8.03.     Waiver of Defaults............................................................................129
SECTION 8.04.     Notification to Certificateholders............................................................129
SECTION 8.05.     Survivability of Servicer Liabilities.........................................................130

                                                    ARTICLE IX

                                      THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 9.01.     Duties of Trustee and the Trust Administrator.................................................130
SECTION 9.02.     Certain Matters Affecting the Trustee and the Trust Administrator.............................132
SECTION 9.03.     Neither Trustee nor Trust Administrator Liable for Certificates or
                  Mortgage Loans................................................................................133
SECTION 9.04.     Trustee and Trust Administrator May Own Certificates..........................................134
SECTION 9.05.     Trustee's and Trust Administrator's Fees and Expenses.........................................134
SECTION 9.06.     Eligibility Requirements for Trustee and Trust Administrator..................................135
SECTION 9.07.     Resignation or Removal of Trustee or Trust Administrator......................................136
SECTION 9.08.     Successor Trustee or Trust Administrator......................................................137
SECTION 9.09.     Merger or Consolidation of Trustee or Trust Administrator.....................................137
SECTION 9.10.     Appointment of Co-Trustee or Separate Trustee.................................................138
SECTION 9.11.     Limitation of Liability.......................................................................139
SECTION 9.12.     Trustee or Trust Administrator May Enforce Claims Without
                  Possession of Certificates....................................................................139
SECTION 9.13.     Suits for Enforcement.........................................................................140
SECTION 9.14.     Waiver of Bond Requirement....................................................................140
SECTION 9.15.     Waiver of Inventory, Accounting and Appraisal Requirement.....................................140
SECTION 9.16.     Letter of Representations.....................................................................140

                                                     ARTICLE X

                                               REMIC ADMINISTRATION
SECTION 10.01.     REMIC Administration.........................................................................141
SECTION 10.02.     Prohibited Transactions and Activities.......................................................143
SECTION 10.03.     Indemnification with Respect to Certain Taxes and Loss of REMIC
                   Status.......................................................................................143

                                                    ARTICLE XI

                                                   TERMINATION
SECTION 11.01.     Termination..................................................................................145
SECTION 11.02.     Additional Termination Requirements..........................................................147



                                                        iv

<PAGE>



                                                    ARTICLE XII

                                             MISCELLANEOUS PROVISIONS

SECTION 12.01.             Amendment............................................................................148
SECTION 12.02.             Recordation of Agreement; Counterparts...............................................149
SECTION 12.03.             Limitation on Rights of Certificateholders...........................................149
SECTION 12.04.             Governing Law; Jurisdiction..........................................................150
SECTION 12.05.             Notices..............................................................................150
SECTION 12.06.             Severability of Provisions...........................................................151
SECTION 12.07.             Article and Section References.......................................................151
SECTION 12.08.             Notice to the Rating Agencies........................................................151
SECTION 12.09.             Further Assurances...................................................................152
SECTION 12.10.             Benefits of Agreement................................................................152
SECTION 12.11.             Acts of Certificateholders...........................................................152
</TABLE>



                                                         v

<PAGE>



Exhibits:
--------

Exhibit A-1       Form of Class IA-1 Certificates
Exhibit A-2       Form of Class IIA-1 Certificates
Exhibit A-3       Form of Class IIA-2 Certificates
Exhibit A-4       Form of Class IIA-3 Certificates
Exhibit A-5       Form of Class M-1 Certificates
Exhibit A-6       Form of Class M-2 Certificates
Exhibit A-7       Form of Class M-3 Certificates
Exhibit A-8       Form of Class M-4 Certificates
Exhibit A-9       Form of Class M-5 Certificates
Exhibit A-10      Form of Class M-6 Certificates
Exhibit A-11      Form of Class M-7 Certificates
Exhibit A-12      Form of Class M-8 Certificates
Exhibit A-13      Form of Class M-9 Certificates
Exhibit A-14      Form of Class C Certificates
Exhibit A-15      Form of Class P Certificates
Exhibit A-16      Form of Class R Certificates
Exhibit B         Reserved
Exhibit C         Form of Mortgage Loan Purchase Agreement
Exhibit D         Mortgage Loan Schedule
Exhibit E         Request for Release
Exhibit F-1       Form of Trustee's Initial Certification
Exhibit F-2       Form of Trustee's Final Certification
Exhibit F-3       Form of Receipt of Mortgage Note
Exhibit G         [Reserved]
Exhibit H         Form of Lost Note Affidavit
Exhibit I         Form of Limited Power of Attorney
Exhibit J         Form of Investment Letter
Exhibit K         Form of Transfer Affidavit for Residual Certificates
Exhibit L         Form of Transferor Certificate
Exhibit M         Form of ERISA Representation Letter
Exhibit N-1       Form of Servicer's Certification
Exhibit N-2       Form of Master Servicer Certification
Exhibit O         Form of Cap Contract
Exhibit P-1       Form of Servicer's Annual Statement as to Compliance
Exhibit P-2       Form of Master Servicer's Annual Statement as to Compliance

Schedule I        Prepayment Charge Schedule



                                       vi

<PAGE>



                  This Pooling and Servicing Agreement is dated as of May 1,
2004 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor
(the "Depositor"), FREMONT INVESTMENT & LOAN, as servicer, WELLS FARGO BANK,
N.A., as master servicer and trust administrator and HSBC BANK USA, as trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of sixteen
classes of certificates, designated as (i) the Class IA-1 Certificates, (ii) the
Class IIA-1 Certificates, (iii) the Class IIA-2 Certificates, (iv) the Class
IIA-3 Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2
Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4
Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates,
(xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the
Class M-9 Certificates, (xiv) the Class C Certificates, (xv) the Class P
Certificates and (xvi) the Class R Certificates.

                                     REMIC 1
                                     -------

                  As provided herein, the Trustee will make an election to treat
the segregated pool of assets consisting of the Group I Mortgage Loans, the
Group II Mortgage Loans and certain other related assets subject to this
Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, the Cap
Contract and any Servicer Prepayment Charge Payment Amounts) as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC 1." The Class R-1
Interest will represent the sole class of "residual interests" in REMIC 1 for
purposes of the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC 1
Regular Interests. None of the REMIC 1 Regular Interests will be certificated.



<TABLE>
<CAPTION>
                                Uncertificated REMIC 1          Initial Uncertificated             Assumed Final
        Designation                Pass-Through Rate               Principal Balance              Maturity Date(1)
        -----------                -----------------               -----------------              ----------------
<S>                                   <C>                     <C>                                     <C>
           LTAA                       Variable(2)             $        774,322,931.22                 May 2034
           LT1A1                      Variable(2)             $          4,236,700.00                 May 2034
           LT2A1                      Variable(2)             $            610,000.00                 May 2034
           LT2A2                      Variable(2)             $          1,387,500.00                 May 2034
           LT2A3                      Variable(2)             $            205,320.00                 May 2034
           LTM1                       Variable(2)             $            276,540.00                 May 2034
           LTM2                       Variable(2)             $            256,790.00                 May 2034
           LTM3                       Variable(2)             $            146,170.00                 May 2034
           LTM4                       Variable(2)             $            134,320.00                 May 2034
           LTM5                       Variable(2)             $            106,670.00                 May 2034
           LTM6                       Variable(2)             $             98,770.00                 May 2034
           LTM7                       Variable(2)             $            106,670.00                 May 2034
           LTM8                       Variable(2)             $             79,010.00                 May 2034
           LTM9                       Variable(2)             $             98,770.00                 May 2034
           LTZZ                       Variable(2)             $          8,059,278.80                 May 2034
            LTP                       Variable(2)             $                100.00                 May 2034
</TABLE>
________________




<PAGE>



(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     month of the maturity date for the Mortgage Loan with the latest possible
     maturity date has been designated as the "latest possible maturity date"
     for each REMIC 1 Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.


                                     REMIC 2
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the REMIC 1 Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC 2." The Class R-2 Interest represents the sole
class of "residual interests" in REMIC 2 for purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for each Class of Certificates and REMIC 2 Regular Interest that represents one
or more of the "regular interests" in REMIC 2 created hereunder:



<TABLE>
<CAPTION>
                                Original Class Certificate                                         Assumed Final
     Class Designation               Principal Balance               Pass-Through Rate            Maturity Date(1)
     -----------------               -----------------               -----------------            ----------------
<S>                                   <C>                              <C>                           <C>
        Class IA-1                    $  423,670,000                   Variable(2)                   May 2034
        Class IIA-1                   $   61,000,000                   Variable(2)                   May 2034
        Class IIA-2                   $  138,750,000                   Variable(2)                   May 2034
        Class IIA-3                   $   20,532,000                   Variable(2)                   May 2034
         Class M-1                    $   27,654,000                   Variable(2)                   May 2034
         Class M-2                    $   25,679,000                   Variable(2)                   May 2034
         Class M-3                    $   14,617,000                   Variable(2)                   May 2034
         Class M-4                    $   13,432,000                   Variable(2)                   May 2034
         Class M-5                    $   10,667,000                   Variable(2)                   May 2034
         Class M-6                    $    9,877,000                   Variable(2)                   May 2034
         Class M-7                    $   10,667,000                   Variable(2)                   May 2034
         Class M-8                    $    7,901,000                   Variable(2)                   May 2034
         Class M-9                    $    9,877,000                   Variable(2)                   May 2034
          Class C                     $15,802,440.02                   Variable(2)                   May 2034
          Class P                     $       100.00                      N/A(4)                     May 2034
</TABLE>
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     month of the maturity date for the Mortgage Loan with the latest possible
     maturity date has been designated as the "latest possible maturity date"
     for each REMIC 2 Regular Interest.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class C Certificates will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class C Certificates
     outstanding from time to time which shall equal the aggregate of the
     Uncertificated Principal Balances of the REMIC 1 Regular Interests (other
     than REMIC 1 Regular Interest LTP). The Class C Certificates will not
     accrue interest on the Class Certificate Principal Balance of the Class C
     Certificates.
(4)  The Class P Certificates will not accrue interest.



                                        2

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms.

                  Whenever used in this Agreement or in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations in respect of interest on the Class A Certificates
and Mezzanine Certificates shall be made on the basis of the actual number of
days elapsed and a 360-day year and all calculations in respect of interest on
the Class C Certificates and all other calculations of interest described herein
shall be made on the basis of a 360-day year consisting of twelve 30-day months.
The Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue interest.

                  "1933 Act":  The Securities Act of 1933, as amended.

                  "Accepted Master Servicing Practices": With respect to any
Mortgage Loan, as applicable, either (x) those customary mortgage master
servicing practices of prudent mortgage servicing institutions that master
service mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to the
Servicer), or (y) as provided in Section 4.01 hereof, but in no event below the
standard set forth in clause (x).

                  "Account": Either of the Collection Account and Distribution
Account.

                  "Accrual Period": With respect to the Class A Certificates and
the Mezzanine Certificates and each Distribution Date, the period commencing on
the preceding Distribution Date (or in the case of the first such Accrual
Period, commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to the Class C Certificates, the calendar month
prior to the month of such Distribution Date.

                  "Adjustable-Rate Mortgage Loan": A first lien Mortgage Loan
which provides at any period during the life of such loan for the adjustment of
the Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans
are identified as such on the Mortgage Loan Schedule.

                  "Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Maximum Mortgage Rate for
such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage
Loan) as of the first day of the month preceding the month in which the related
Distribution Date occurs minus the sum of (i) the Servicing Fee Rate, (ii) the
Master Servicing Fee Rate and (iii) the Trust Administration Fee Rate.

                  "Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as
of the first day of the month preceding the month in which


                                        3

<PAGE>

the related Distribution Date occurs minus the sum of (i) the Servicing Fee
Rate, (ii) the Master Servicing Fee Rate and (iii) the Trust Administration Fee
Rate.

                  "Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, each adjustment date, on which the Mortgage Rate of such Mortgage
Loan changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.

                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Servicer in respect of any Distribution Date pursuant to
Section 5.04.

                  "Adverse REMIC Event": As defined in Section 10.01(f) hereof.

                  "Affiliate": With respect to any Person, any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date as reduced by
an amount equal to the increase in the related Certificate Principal Balance due
to the receipt of Subsequent Recoveries.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.

                  "Assumed Final Maturity Date": As to each Class of
Certificates, the date set forth as such in the Preliminary Statement.

                  "Available Funds": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the related
Monthly Payments received on the Mortgage Loans on or prior to the related
Determination Date, including any Subsequent Recoveries, (b) Net Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
of and substitutions for such Mortgage Loans and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received during the
related Prepayment Period, (c) the aggregate of any amounts received in respect
of a related REO Property withdrawn from any REO Account and deposited in the
Collection Account for such Distribution Date, (d) the aggregate of any amounts
deposited in the Collection Account by the Servicer, or paid by the Master
Servicer, in respect of related Prepayment Interest Shortfalls for such
Distribution Date, (e) the aggregate of any Advances


                                        4

<PAGE>



made by the Servicer for such Distribution Date in respect of the Mortgage
Loans, (f) the aggregate of any related advances made by the Master Servicer,
the Trustee or the Trust Administrator in respect of the Mortgage Loans for such
Distribution Date pursuant to Section 8.02 and (g) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to the
Servicer or the Master Servicer pursuant to Section 3.11(a) or the Master
Servicer, the Trustee or the Trust Administrator pursuant to Section 3.11(b),
(b) amounts deposited in the Collection Account or the Distribution Account
pursuant to clauses (a) through (g) above, as the case may be, in error, (c) the
amount of any Prepayment Charges collected by the Servicer in connection with
the full or partial prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount, (d) the Master Servicing Fee payable from the
Distribution Account pursuant to Section 4.14, (e) the Trust Administration Fee
payable from the Distribution Account pursuant to Section 9.05 and (f) any
indemnification payments or expense reimbursements made by the Trust Fund
pursuant to Section 7.03 or Section 9.05.

                  "Balloon Mortgage Loan": A Mortgage Loan that provides for the
payment of the unamortized principal balance of such Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially greater than
the preceding monthly payment.

                  "Balloon Payment": A payment of the unamortized principal
balance of a Mortgage Loan in a single payment at the maturity of such Mortgage
Loan that is substantially greater than the preceding Monthly Payment.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Base Rate": For any Distribution Date and any Class of Class
A Certificates or Mezzanine Certificates, the sum of (i) LIBOR plus (ii) the
related Certificate Margin.

                  "Book-Entry Certificates": Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 6.02 hereof). On the Closing
Date, the Class A Certificates and the Mezzanine Certificates shall be
Book-Entry Certificates.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings institutions in the State of Delaware, the State
of New York, the State of California or in the city in which the Corporate Trust
Office of the Trustee or the Corporate Trust Office of the Trust Administrator
is located are authorized or obligated by law or executive order to be closed.

                  "Cap Amount": The Cap Amount for any Class of Class A
Certificates or Mezzanine Certificates and any Distribution Date is equal to (i)
the aggregate amount received by the Trust from the Cap Contract for such
Distribution Date multiplied by (ii) a fraction equal to (a) the Certificate
Principal Balance of such Class immediately prior to the applicable Distribution
Date divided by (b)


                                        5

<PAGE>



the aggregate Certificate Principal Balance of the Class A Certificates and the
Mezzanine Certificates immediately prior to the applicable Distribution Date.

                  "Cap Contract": The Cap Contract between Greenwich Capital
Derivatives, Inc. and the counterparty thereunder, assigned to the Trustee
pursuant to Section 2.01, the form of which is attached hereto as Exhibit O.

                  "Certificate": Any Regular Certificate or Residual
Certificate.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor, the Servicer, the Master Servicer or any Affiliate thereof shall
be deemed not to be outstanding and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent has been obtained, except
as otherwise provided in Section 12.01. The Trustee or the Trust Administrator
may conclusively rely upon a certificate of the Depositor, the Servicer or the
Master Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee or the Trust
Administrator shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

                  "Certificate Margin": With respect to the Class IA-1
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.2700% per annum and (B) after the Optional Termination Date,
0.5400% per annum. With respect to the Class IIA-1 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.1000% per
annum and (B) after the Optional Termination Date, 0.2000% per annum. With
respect to the Class IIA-2 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.2400% per annum and (B) after the
Optional Termination Date 0.4800% per annum. With respect to the Class IIA-3
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.4800% per annum and (B) after the Optional Termination Date
0.9600% per annum. With respect to the Class M-1 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.5800% per
annum and (B) after the Optional Termination Date, 0.8700% per annum. With
respect to the Class M-2 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.6300% per annum and (B) after the Optional
Termination Date, 0.9450% per annum. With respect to the Class M-3 Certificates
on each Distribution Date (A) on or prior to the Optional Termination Date,
0.6750% per annum and (B) after the Optional Termination Date, 1.0125% per
annum. With respect to the Class M-4 Certificates on each Distribution Date (A)
on or prior to the Optional Termination Date, 1.1700% per annum and (B) after
the Optional Termination Date, 1.7550% per annum. With respect to the Class M-5
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 1.2250% per annum and (B) after the Optional Termination Date,
1.8375% per annum. With respect to the Class M-6 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 1.5500% per
annum and


                                        6

<PAGE>



(B) after the Optional Termination Date, 2.3250% per annum. With respect to the
Class M-7 Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 2.0000% per annum and (B) after the Optional Termination Date,
3.0000% per annum. With respect to the Class M-8 Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 2.3500% per
annum and (B) after the Optional Termination Date, 3.5250% per annum. With
respect to the Class M-9 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 3.5000% per annum and (B) after the Optional
Termination Date, 5.2500% per annum.

                  "Certificate Owner": With respect to each Book-Entry
Certificate, any beneficial owner thereof.

                  "Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class C Certificates) immediately prior to
any Distribution Date, will be equal to the Initial Certificate Principal
Balance thereof (A) increased, in the case of the Mezzanine Certificates, by the
amount of any Subsequent Recoveries added to the Certificate Principal Balance
of such Class pursuant to Section 4.01, (B) reduced by the sum of all amounts
actually distributed in respect of principal of such Class and (C) further
reduced, , in the case of a Mezzanine Certificate, by Realized Losses allocated
thereto on all prior Distribution Dates. With respect to the Class C
Certificates as of any date of determination, an amount equal to the excess, if
any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC 1
Regular Interests over (B) the then aggregate Certificate Principal Balances of
the Class A Certificates, the Mezzanine Certificates and the Class P
Certificates then outstanding.

                  "Certificate Register" and "Certificate Registrar": The
register maintained and registrar appointed pursuant to Section 6.02 hereof.

                  "Class": Collectively, Certificates which have the same
priority of payment and bear the same class designation and the form of which is
identical except for variation in the Percentage Interest evidenced thereby.

                  "Class A Certificates": Any Class IA-1 Certificate, Class
IIA-1 Certificate, Class IIA- 2 Certificate or Class IIA-3 Certificate.

                  "Class IA-1 Certificate": Any one of the Class IA-1
Certificates executed by the Trustee or Trust Administrator, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-1, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.

                  "Class IIA-1 Certificate": Any one of the Class IIA-1
Certificates executed by the Trustee or Trust Administrator, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-2, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.

                  "Class IIA-2 Certificate": Any one of the Class IIA-2
Certificates executed by the Trustee or Trust Administrator, and authenticated
and delivered by the Certificate Registrar,


                                        7

<PAGE>



substantially in the form annexed hereto as Exhibit A-3, representing the right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC 2.

                  "Class IIA-3 Certificate": Any one of the Class IIA-3
Certificates executed by the Trustee or Trust Administrator, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-4, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 2.

                  "Class C Certificates": Any one of the Class C Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-14, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-1 Certificates": Any one of the Class M-1
Certificates executed by the Trustee or the Trust Administrator, and
authenticated and delivered by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-5, representing the right to distributions as
set forth herein and therein and evidencing a regular interest in REMIC 2.

                  "Class M-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date) and (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)70.00% and
(ii) the Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-6, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 76.50% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment


                                        8

<PAGE>



Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-7, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 80.20% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-8, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-4 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (iv) the aggregate Certificate Principal Balance of the
Class M-4 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 83.60% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment


                                        9

<PAGE>



Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-9, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-5 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (vi) the aggregate
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 86.30% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-10, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-6 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the


                                       10

<PAGE>



distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the aggregate Certificate Principal Balance of the Class M-5
Certificates (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date) immediately prior to
such Distribution Date and (vii) the aggregate Certificate Principal Balance of
the Class M-6 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 88.80% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-11, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-7 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the aggregate
Certificate Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the aggregate Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the distribution of the Class
M-6 Principal Distribution Amount on such Distribution Date) and (viii) the
aggregate Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 91.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar,


                                       11

<PAGE>



substantially in the form annexed hereto as Exhibit A-12, representing the right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC 2.

                  "Class M-8 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the aggregate
Certificate Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the aggregate Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the distribution of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the distribution of the Class M-7 Principal Distribution
Amount on such Distribution Date), and (ix) the aggregate Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 93.50% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-13, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-9 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the aggregate Certificate Principal Balance of the Class
M-4 Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the


                                       12

<PAGE>



aggregate Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the distribution of the Class M-5 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate Principal Balance of the Class M-7
Certificates (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the aggregate
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date),(x) the aggregate Certificate Principal Balance of the Class
M-9 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 96.00% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the related Overcollateralization Floor.

                  "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee or Trust Administrator, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A-15, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class R Certificate": The Class R Certificate executed by the
Trustee or the Trust Administrator, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-16
and evidencing the ownership of the Class R-1 Interest and the Class R-2
Interest.

                  "Class R-1 Interest": The uncertificated Residual Interest in
REMIC 1.

                  "Class R-2 Interest": The uncertificated Residual Interest in
REMIC 2.

                  "Close of Business": As used herein, with respect to any
Business Day, 5:00 p.m. (New York time).

                  "Closing Date": May 13, 2004

                  "Code":  The Internal Revenue Code of 1986, as amended.

                  "Collection Account": The account or accounts created and
maintained by the Servicer pursuant to Section 3.10(a), which shall be entitled
"Wells Fargo Bank, N.A., as Trust Administrator, in trust for registered Holders
of Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series 2004-B,"
which must be an Eligible Account.

                  "Compensating Interest":  As defined in Section 3.25 hereof.



                                       13

<PAGE>



                  "Corporate Trust Office": The principal corporate trust office
of the Trustee or the Trust Administrator, as the case may be, at which at any
particular time its corporate trust business in connection with this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at (i) with respect to the Trustee, HSBC Bank USA, 452
Fifth Avenue, New York, NY 10018, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Servicer, the Master Servicer, the Originator and the Trust Administrator,
or (ii) with respect to the Trust Administrator, (A) for Certificate transfer
and surrender purposes, Wells Fargo Bank, N.A., Sixth and Marquette,
Minneapolis, Minnesota 55479, Attention: Fremont Home Loan Trust 2004-B and (B)
for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Fremont Home Loan Trust 2004-B, or at such
other address as the Trust Administrator may designate from time to time by
notice to the Certificateholders, the Depositor, the Servicer, the Master
Servicer, the Originator and the Trustee.

                  "Corresponding Certificate": With respect to


         REMIC 1 Regular Interest LT1A1                Class IA-1 Certificates
         REMIC 1 Regular Interest LT2A1               Class IIA-1 Certificates
         REMIC 1 Regular Interest LT2A2               Class IIA-2 Certificates
         REMIC 1 Regular Interest LT2A3               Class IIA-3 Certificates
         REMIC 1 Regular Interest LTM1                 Class M-1 Certificates
         REMIC 1 Regular Interest LTM2                 Class M-2 Certificates
         REMIC 1 Regular Interest LTM3                 Class M-3 Certificates
         REMIC 1 Regular Interest LTM4                 Class M-4 Certificates
         REMIC 1 Regular Interest LTM5                 Class M-5 Certificates
         REMIC 1 Regular Interest LTM6                 Class M-6 Certificates
         REMIC 1 Regular Interest LTM7                 Class M-7 Certificates
         REMIC 1 Regular Interest LTM8                 Class M-8 Certificates
         REMIC 1 Regular Interest LTM9                 Class M-9 Certificates
          REMIC 1 Regular Interest LTP                  Class P Certificates

                  "Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the sum of
the aggregate Certificate Principal Balances of the Mezzanine Certificates and
the Class C Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, calculated prior to taking into account
payments of principal on the Mortgage Loans and distribution of the Group I
Principal


                                                        14

<PAGE>



Distribution Amount and the Group II Principal Distribution Amount to the
Holders of the Certificates then entitled to distributions of principal on such
Distribution Date.

                  "Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Custodian": The Trust Administrator, as custodian of the
Mortgage Files, or any successor thereto.

                  "Cut-off Date": May 1, 2004.

                  "Cut-off Date Principal Balance": With respect to any Mortgage
Loan, the unpaid principal balance thereof as of the Cut-off Date of such
Mortgage Loan (or as of the applicable date of substitution with respect to a
Qualified Substitute Mortgage Loan), after giving effect to scheduled payments
due on or before the Cut-off Date, whether or not received.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.

                  "Definitive Certificates": As defined in Section 6.02(c)
hereof.

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Qualified Substitute Mortgage Loans.

                  "Delinquency Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the aggregate Principal Balance of Mortgage
Loans that are Delinquent 60 days or more, that are in foreclosure, that have
been converted to REO Properties or that have been discharged by reason of
bankruptcy by (y) the aggregate Principal Balance of the Mortgage Loans, in each
case, as of the last day of the previous calendar month.

                  "Delinquent": With respect to any Mortgage Loan and related
Monthly Payment, the Monthly Payment due on a Due Date which is not made by the
Close of Business on the next scheduled Due Date for such Mortgage Loan. For
example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
due on a Due Date is not made by the Close of Business on the second scheduled
Due Date after such Due Date.



                                       15

<PAGE>



                  "Depositor": Financial Asset Securities Corp., a Delaware
corporation, or any successor in interest.

                  "Depository": The initial Depository shall be The Depository
Trust Company, whose nominee is Cede & Co., or any other organization registered
as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York. Upon request, the Depository may also be Clearstream
Banking Luxembourg and the Euroclear System.

                  "Depository Participant": A broker, dealer, bank or other
financial institution or other person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  "Determination Date": With respect to any Distribution Date,
the 15th day of the calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by the REMIC other than
through an Independent Contractor; provided, however, that the Trustee (or the
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.

                  "Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the
United States, any state or political subdivision thereof, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (ii) any organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the
Code or (iv) an "electing large partnership" within the meaning of Section 775
of the Code. A corporation will not be treated as an instrumentality of the
United States or of any state or political subdivision thereof, if all of its
activities are subject to tax and, a majority of its board of directors is not
selected by a governmental unit. The term "United States", "state" and
"international organizations" shall have the meanings set forth in Section 7701
of the Code.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trust Administrator pursuant to Section 3.10(b) which
shall be entitled "Distribution Account, Wells Fargo Bank, N.A. as Trust
Administrator, in trust for the registered Certificateholders of Fremont


                                       16

<PAGE>



Home Loan Trust 2004-B, Asset-Backed Certificates, Series 2004-B" and which must
be an Eligible Account.

                  "Distribution Date": The 25th day of any calendar month, or if
such 25th day is not a Business Day, the Business Day immediately following such
25th day, commencing in June 2004.

                  "Due Date": With respect to each Mortgage Loan and any
Distribution Date, the first day of the calendar month in which such
Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was
due (or, in the case of any Mortgage Loan under the terms of which the Monthly
Payment for such Mortgage Loan was due on a day other than the first day of the
calendar month in which such Distribution Date occurs, the day during the
related Due Period on which such Monthly Payment was due), exclusive of any days
of grace.

                  "Due Period": With respect to any Distribution Date, the
period commencing on the second day of the month preceding the month in which
such Distribution Date occurs and ending on the first day of the month in which
such Distribution Date occurs.

                  "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by S&P and P-1 by Moody's (or comparable ratings if S&P
and Moody's are not the Rating Agencies) at the time any amounts are held on
deposit therein, (ii) an account or accounts the deposits in which are fully
insured by the FDIC (to the limits established by such corporation), the
uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders will have a claim with respect to the funds in
such account or a perfected first priority security interest against such
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of
the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.

                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "Escrow Payments": The amounts constituting ground rents,
taxes, assessments, water rates, fire and hazard insurance premiums and other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to
any Mortgage Loan.

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date,
assuming that 100% of the Principal Remittance Amount is applied as a principal
payment on such Distribution Date over (ii) the Overcollateralization Target
Amount for such Distribution Date.


                                       17

<PAGE>



                  "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount
payable on the Class C Certificates on such Distribution Date as reduced by
Realized Losses allocated thereto with respect to such Distribution Date
pursuant to Section 5.08 and (y) the Overcollateralization Deficiency Amount for
such Distribution Date.

                  "Fannie Mae": Federal National Mortgage Association or any
successor thereto.

                  "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Originator or the Terminator pursuant to or as contemplated by
Section 2.03 or 11.01), a determination made by the Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby and deliver a certificate of a Servicing Officer
evidencing such determination to the Master Servicer.

                  "Fixed-Rate Mortgage Loan": A first lien Mortgage Loan which
provides for a fixed Mortgage Rate payable with respect thereto. The Fixed-Rate
Mortgage Loans are identified as such on the Mortgage Loan Schedule.

                  "Formula Rate": For any Distribution Date and any Class of
Class A Certificates or Mezzanine Certificates, the lesser of (i) the related
Base Rate and (ii) the related Maximum Cap Rate.

                  "Freddie Mac": The Federal Home Loan Mortgage Corporation, or
any successor thereto.

                  "Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.

                  "Group I Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (i) the Group I Principal Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the Principal Remittance Amount for such
Distribution Date.

                  "Group I Basic Principal Distribution Amount": With respect to
any Distribution Date, the excess of (i) the Group I Principal Remittance Amount
for such Distribution Date over (ii)(a) the Overcollateralization Release
Amount, if any, for such Distribution Date multiplied by (b) the Group I
Allocation Percentage.



                                       18

<PAGE>



                  "Group I Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution
Date attributable to interest received or advanced with respect to the Group I
Mortgage Loans.

                  "Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I with a principal balance that conforms to Fannie Mae and Freddie Mac
guidelines and designated on the Mortgage Loan Schedule as a Group I Mortgage
Loan.

                  "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group I Basic Principal Distribution
Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution
Amount for such Distribution Date multiplied by (b) the Group I Allocation
Percentage.

                  "Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected
or advanced on the Group I Mortgage Loans by the Servicer that were due during
the related Due Period, (ii) the principal portion of all partial and full
principal prepayments of the Group I Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
Net Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
during such Prepayment Period with respect to the Group I Mortgage Loans, (iv)
that portion of the Purchase Price, representing principal of any repurchased
Group I Mortgage Loan, deposited to the Collection Account during such
Prepayment Period, (v) the principal portion of any related Substitution
Adjustments deposited in the Collection Account during such Prepayment Period
with respect to the Group I Mortgage Loans and (vi) on the Distribution Date on
which the Trust Fund is to be terminated pursuant to Section 11.01, that portion
of the Termination Price, in respect of principal on the Group I Mortgage Loans.

                  "Group I Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the Certificate Principal Balance of
the Class IA-1 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 63.00% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the related Overcollateralization Floor.

                  "Group II Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (i) the Group II Principal Remittance Amount for such Distribution
Date, and the denominator of which is (ii) the Principal Remittance Amount for
such Distribution Date.

                  "Group II Basic Principal Distribution Amount": With respect
to any Distribution Date, the excess of (i) the Group II Principal Remittance
Amount for such Distribution Date over


                                       19

<PAGE>



(ii)(a) the Overcollateralization Release Amount, if any, for such Distribution
Date multiplied by (b) the Group II Allocation Percentage.

                  "Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution
Date attributable to interest received or advanced with respect to the Group II
Mortgage Loans.

                  "Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II with a principal balance that may or may not conform to Fannie Mae and
Freddie Mac guidelines and designated on the Mortgage Loan Schedule as a Group
II Mortgage Loan.

                  "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group II Basic Principal Distribution
Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution
Amount for such Distribution Date multiplied by (b) the Group II Allocation
Percentage.

                  "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected
or advanced on the Group II Mortgage Loans by the Servicer that were due during
the related Due Period, (ii) the principal portion of all partial and full
principal prepayments of the Group II Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
Net Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
during such Prepayment Period with respect to the Group II Mortgage Loans, (iv)
that portion of the Purchase Price, representing principal of any repurchased
Group II Mortgage Loan, deposited to the Collection Account during such
Prepayment Period, (v) the principal portion of any related Substitution
Adjustments deposited in the Collection Account during such Prepayment Period
with respect to the Group II Mortgage Loans and (vi) on the Distribution Date on
which the Trust Fund is to be terminated pursuant to Section 11.01, that portion
of the Termination Price, in respect of principal on the Group II Mortgage
Loans.

                  "Group II Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group II Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 63.00% and (ii) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the related Overcollateralization Floor.

                  "Indenture": An indenture relating to the issuance of notes
secured primarily by the Class C Certificates, the Class P Certificates and/or
the Class R Certificates (or any portion thereof) entered into between the
issuer of such notes and the Trust Administrator as indenture trustee.



                                       20

<PAGE>



                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Servicer,
the Master Servicer and their respective Affiliates, (b) does not have any
direct financial interest in or any material indirect financial interest in the
Depositor, the Servicer, the Master Servicer or any Affiliate thereof, and (c)
is not connected with the Depositor, the Servicer, the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Servicer,
the Master Servicer or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Depositor, the Servicer, the Master Servicer or any Affiliate thereof, as the
case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with respect to any of
the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if such REMIC were a real estate investment trust (except that the ownership
tests set forth in that section shall be considered to be met by any Person that
owns, directly or indirectly, 35% or more of any Class of Certificates), so long
as each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm's
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Servicer) if the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.

                  "Index": With respect to each Adjustable-Rate Mortgage Loan
and with respect to each related Adjustment Date, the index as specified in the
related Mortgage Note.

                  "Initial Certificate Principal Balance": With respect to any
Regular Certificate, the amount designated "Initial Certificate Principal
Balance" on the face thereof.

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the Servicer and are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions of
the related Mortgage Note and Mortgage.

                  "Interest Determination Date": With respect to the Class A
Certificates and Mezzanine Certificates and each Accrual Period, the second
LIBOR Business Day preceding the commencement of such Accrual Period.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the Determination Date immediately following any
related Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Subsequent Recoveries, Liquidation


                                       21

<PAGE>



Proceeds or otherwise, which represent late payments or collections of principal
and/or interest due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but delinquent on a contractual basis for
such Due Period and not previously recovered.

                  "LIBOR": With respect to each Accrual Period, the rate
determined by the Trust Administrator on the related Interest Determination Date
on the basis of the London interbank offered rate for one-month United States
dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00
a.m. (London time) on such Interest Determination Date. If such rate does not
appear on Telerate Page 3750, the rate for such Interest Determination Date will
be determined on the basis of the offered rates of the Reference Banks for
one-month United States dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. The Trust Administrator will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
On such Interest Determination Date, LIBOR for the related Accrual Period will
be established by the Trust Administrator as follows:

                  (i) If on such Interest Determination Date two or more
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period shall be the arithmetic mean of such offered quotations
         (rounded upwards if necessary to the nearest whole multiple of 1/16 of
         1%); and

                  (ii) If on such Interest Determination Date fewer than two
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period shall be the higher of (i) LIBOR as determined on the
         previous Interest Determination Date and (ii) the Reserve Interest
         Rate.

                  The establishment of LIBOR on each Interest Determination Date
by the Trust Administrator and the Trust Administrator's calculation of the
Pass-Through Rates applicable to the Offered Certificates for the related
Accrual Period shall (in the absence of manifest error) be final and binding.

                  "LIBOR Business Day": Any day on which banks in London,
England and The City of New York are open and conducting transactions in foreign
currency and exchange.

                  "Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the Servicer has determined, in accordance
with the servicing procedures specified herein, as of the end of the related
Prepayment Period, that all Liquidation Proceeds which it expects to recover
with respect to the liquidation of the Mortgage Loan or disposition of the
related REO Property have been recovered.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full, (ii) a Final
Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage
Loan is removed from the Trust Fund by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or Section 11.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property or (ii) such REO Property
is removed from the Trust Fund by reason of its being sold or purchased pursuant
to Section 3.24 or Section 11.01.


                                       22

<PAGE>



                  "Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any REO Property prior to REO Disposition)
received by the Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a
Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03,
Section 3.24 or Section 11.01.

                  "Loan-to-Value Ratio": As of any date and as to any Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
Principal Balance of the Mortgage Loan and the denominator of which is the Value
of the related Mortgaged Property.

                  "Loan Group": Either Loan Group I or Loan Group II, as the
context requires.

                  "Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.

                  "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.

                  "Losses":  As defined in Section 10.03.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or
destroyed and has not been replaced, an affidavit from the Originator certifying
that the original Mortgage Note has been lost, misplaced or destroyed (together
with a copy of the related Mortgage Note) and indemnifying the Trust against any
loss, cost or liability resulting from the failure to deliver the original
Mortgage Note in the form of Exhibit H hereto.

                  "Majority Certificateholders": The Holders of Certificates
evidencing at least 51% of the Voting Rights.

                  "Marker Rate": With respect to the Class C Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2,
REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular
Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular
Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9 and
REMIC 1 Regular Interest LTZZ, with the rate on each such REMIC 1 Regular
Interest (other than REMIC 1 Regular Interest LTZZ) subject to a cap equal to
the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the Net WAC
Rate for the purpose of this calculation; and with the rate on REMIC 1 Regular
Interest LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2,
REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular
Interest LTM2, REMIC 1 Regular Interest LTM3,


                                       23

<PAGE>



REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8 and
REMIC 1 Regular Interest LTM9 shall be multiplied by a fraction, the numerator
of which is the actual number of days in the Accrual Period and the denominator
of which is 30.

                  "Master Servicer": As of the Closing Date, Wells Fargo Bank,
N.A. and thereafter, its respective successors in interest who meet the
qualifications of this Agreement. The Master Servicer and the Trust
Administrator shall at all times be the same Person.

                  "Master Servicer Certification": A written certification,
substantially in the form attached hereto as Exhibit N-2, covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the Master
Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.

                  "Master Servicer Event of Termination": One or more of the
events described in Section 8.01(b).

                  "Master Servicing Fee Rate": 0.00625% per annum; provided,
however, if Fremont Investment & Loan has been removed as Servicer or has
resigned as Servicer, and in either such case if a Master Servicer is no longer
required hereunder, then the Master Servicing Fee Rate shall be 0.00% per annum.

                  "Master Servicing Fee": With respect to the Mortgage Loans and
for any calendar month, an amount, payable as provided in Section 4.14, equal to
the Master Servicing Fee Rate accrued for one month on the same principal amount
on which interest on each Mortgage Loan accrues for such calendar month.

                  "Maximum Cap Rate": For any Distribution Date and the Class A
Certificates and the Mezzanine Certificates, a per annum rate equal to the
product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates
of the Mortgage Loans, weighted on the basis of the outstanding Principal
Balances of the Mortgage Loans as of the first day of the month preceding the
month of such Distribution Date, and (y) a fraction, the numerator of which is
30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period.



                                       24

<PAGE>



                  "Maximum Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest
LTZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC 1
Overcollateralization Amount, in each case for such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1A1, REMIC 1
Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest
LT2A3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1
Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest
LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1
Regular Interest LTM8 and REMIC 1 Regular Interest LTM9 with the rate on each
REMIC 1 Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus
the related Certificate Margin and (ii) the Net WAC Rate for the purpose of this
calculation; provided, however, that for this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to
REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular
Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6,
REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8 and REMIC 1 Regular
Interest LTM9 shall be multiplied by a fraction, the numerator of which is the
actual number of days in the Accrual Period and the denominator of which is 30.

                  "Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.

                  "MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.

                  "MERS(R) System": The system of recording transfers of
Mortgages electronically maintained by MERS.

                  "MIN": The Mortgage Identification Number of Mortgage Loans
registered with MERS on the MERS(R) System.

                  "MOM Loan": Any Mortgage Loan with respect to which MERS acted
as the mortgagee of such Mortgage Loan, solely as nominee for the originator of
such Mortgage Loan and its successors and assigns, at the origination thereof.

                  "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M- 3 Certificate, Class M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate
or Class M-9 Certificate.

                  "Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.

                  "Monthly Interest Distributable Amount": With respect to the
Class A Certificates, Mezzanine Certificates and the Class C Certificates and
any Distribution Date, the amount of interest


                                       25

<PAGE>



accrued during the related Accrual Period at the related Pass-Through Rate on
the Certificate Principal Balance (or Notional Amount in the case of the Class C
Certificates) of such Class immediately prior to such Distribution Date, in each
case, reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls or other shortfalls allocated to such Certificate as provided in
Section 1.03.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

                  "Moody's": Moody's Investors Service, Inc., or its successor
in interest.

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged
Property securing a Mortgage Note.

                  "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.

                  "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time
held as a part of the Trust Fund, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.

                  "Mortgage Loan Purchase Agreement": The agreement among the
Originator as seller and the Depositor as purchaser, regarding the transfer of
the Mortgage Loans by the Originator to or at the direction of the Depositor,
substantially in the form attached hereto as Exhibit C.

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC 1 on such date, separately identifying the Group I
Mortgage Loans and the Group II Mortgage Loans, attached hereto as Exhibit D.
The Mortgage Loan Schedule shall be prepared by the Originator and shall set
forth the following information with respect to each Mortgage Loan, as
applicable:

                  (1)      the Mortgage Loan identifying number;

                  (2)      [reserved];

                  (3)      the state and zip code of the Mortgaged Property;

                  (4)      a code indicating whether the Mortgaged Property was
                           represented by the borrower, at the time of
                           origination, as being owner-occupied;


                                       26

<PAGE>



                  (5) the type of Residential Dwelling constituting the
         Mortgaged Property;

                  (6) the original months to maturity;

                  (7) the stated remaining months to maturity from the Cut-off
         Date based on the original amortization schedule;

                  (8) the Loan-to-Value Ratio at origination;

                  (9) the Mortgage Rate in effect immediately following the
         Cut-off Date;

                  (10) the date on which the first Monthly Payment was due on
         the Mortgage Loan;

                  (11) the stated maturity date;

                  (12) the amount of the Monthly Payment at origination;

                  (13) the amount of the Monthly Payment due on the first Due
         Date after the Cut- off Date;

                  (14) the last Due Date on which a Monthly Payment was actually
         applied to the unpaid Stated Principal Balance;

                  (15) the original principal amount of the Mortgage Loan;

                  (16) the Stated Principal Balance of the Mortgage Loan as of
         the Close of Business on the Cut-off Date;

                  (17) a code indicating the purpose of the Mortgage Loan (i.e.,
         purchase financing, rate/term refinancing, cash-out refinancing);

                  (18) the Mortgage Rate at origination;

                  (19) a code indicating the documentation program (i.e., full
         documentation, easy documentation, stated documentation);

                  (20) the risk grade;

                  (21) the Value of the Mortgaged Property;

                  (22) the sale price of the Mortgaged Property, if applicable;

                  (23) the actual unpaid principal balance of the Mortgage Loan
         as of the Cut-off Date;

                  (24) the type and term of the related Prepayment Charge; and


                                       27

<PAGE>



                  (25) with respect to any Adjustable-Rate Mortgage Loan, the
         rounding code, the minimum Mortgage Rate, the maximum Mortgage Rate,
         the Gross Margin, the next Adjustment Date and the Periodic Rate Cap.

                  The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage Loans in the aggregate and for each
Loan Group as of the Cut-off Date: (1) the number of Mortgage Loans (separately
identifying the number of Fixed-Rate Mortgage Loans and the number of
Adjustable-Rate Mortgage Loans); (2) the current Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and
(4) the weighted average remaining term to maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Servicer in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date
for such Mortgage Loan, determined in accordance with the definition of Cut-off
Date herein. On the Closing Date, the Depositor will deliver to the Servicer and
the Master Servicer, as of the Cut-off Date, an electronic copy of the Mortgage
Loan Schedule.

                  "Mortgage Note": The original executed note or other evidence
of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Exhibit D from time to time, and any REO Properties acquired in respect thereof.

                  "Mortgage Rate": With respect to each Fixed-Rate Mortgage
Loan, the rate set forth in the related Mortgage Note. With respect to each
Adjustable-Rate Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions of the related
Mortgage Note, which rate (A) as of any date of determination until the first
Adjustment Date following the Cut-off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded
to the next highest or nearest 0.125% (as provided in the Mortgage Note), of the
Index, determined as set forth in the related Mortgage Note, plus the related
Gross Margin subject to the limitations set forth in the related Mortgage Note.
With respect to each Mortgage Loan that becomes an REO Property, as of any date
of determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of a fee simple estate in
a parcel of real property improved by a Residential Dwelling.

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "Net Liquidation Proceeds": With respect to any Liquidated
Mortgage Loan or any other disposition of related Mortgaged Property (including
REO Property) the related Liquidation Proceeds and Insurance Proceeds net of
Advances, Servicing Advances, Servicing Fees and any other


                                       28

<PAGE>



accrued and unpaid servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.

                  "Net Monthly Excess Cashflow": With respect to each
Distribution Date, the sum of (a) any Overcollateralization Release Amount for
such Distribution Date and (b) the excess of (x) Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Class A Certificates and the Mezzanine
Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A
Certificates and (C) the Principal Remittance Amount.

                  "Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property), as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.

                  "Net Prepayment Interest Shortfall": With respect to any
Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date over the related Compensating Interest.

                  "Net WAC Rate": For any Distribution Date and the Class A
Certificates and the Mezzanine Certificates, a per annum rate equal to the
product of (x) the weighted average of the Adjusted Net Mortgage Rates of the
Mortgage Loans, weighted on the basis of the outstanding Principal Balances of
the Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date, and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the Uncertificated REMIC 1
Pass-Through Rate on each REMIC 1 Regular Interest, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest.

                  "Net WAC Rate Carryover Amount": With respect to the any Class
of Class A Certificates or Mezzanine Certificates and any Distribution Date, the
sum of (A) the positive excess, if any, of (i) the amount of interest such Class
of Certificates would have accrued for such Distribution Date had the applicable
Pass-Through Rate been the related Formula Rate over (ii) the amount of interest
accrued on such Class of Certificates at the Net WAC Rate for such Distribution
Date and (B) the unpaid portion of any related Net WAC Rate Carryover Amount
from the prior Distribution Date together with interest accrued on such unpaid
portion for the most recently ended Accrual Period at the related Formula Rate.

                  "Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to Section 3.29.

                  "New Lease": Any lease of REO Property entered into on behalf
of the Trust, including any lease renewed or extended on behalf of the Trust if
the Trust has the right to renegotiate the terms of such lease.

                  "Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith


                                       29

<PAGE>



business judgment of the Servicer, will not be ultimately recoverable from Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.

                  "Notional Amount": Immediately prior to any Distribution Date
with respect to the Class C Certificates, the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interests.

                  "Offered Certificates": The Class A Certificates and the
Mezzanine Certificates offered to the public pursuant to the Prospectus
Supplement.

                  "Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, the Originator,
the Depositor or the Master Servicer, as applicable.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be a salaried counsel for the Originator, the Depositor, the
Servicer or the Master Servicer, acceptable to the Trustee and the Trust
Administrator, except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.

                  "Optional Termination Date": The first Distribution Date on
which the Servicer may opt to terminate the Trust Fund pursuant to Section
11.01.

                  "Original Class Certificate Principal Balance": With respect
to the Class A Certificates, the Mezzanine Certificates, the Class C
Certificates and the Class P Certificates, the corresponding amounts set forth
opposite such Class above in the Preliminary Statement.

                  "Original Mortgage Loan": Any of the Mortgage Loans included
in the Trust Fund as of the Closing Date. The aggregate principal balance of the
Original Mortgage Loans as of the Closing Date is equal to $790,125,540.

                  "Originator": Fremont Investment & Loan, a California state
chartered industrial bank, or its successor in interest.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (after
giving effect to distributions in respect of the Group I Basic Principal
Distribution Amount and the Group II Basic Principal Distribution Amount on such
Distribution Date).

                  "Overcollateralization Floor": With respect to the Group I
Senior Principal Distribution Amount, $2,599,203. With respect to the Group II
Senior Principal Distribution Amount, $1,351,425. With respect to each of the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class


                                       30

<PAGE>



M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount,
the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount, the Class M-8 Principal Distribution Amount and the Class
M-9 Principal Distribution Amount $3,950,628.

                  "Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, 2.00% of the aggregate
Cut-off Date Principal Balance of all of the Mortgage Loans, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (A)
the lesser of (x) 4.00% of the aggregate Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) 2.00% of the aggregate Cut-Off Date Principal
Balance of all of the Mortgage Loans and (B) 0.50% of the aggregate Cut-off Date
Principal Balance of all of the Mortgage Loans and (iii) on or after the
Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target
Amount for the immediately preceding Distribution Date.

                  "Overcollateralized Amount": For any Distribution Date, the
amount equal to (i) the aggregate Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) as of the related Determination Date minus (ii) the
sum of the aggregate Certificate Principal Balance of the Class A Certificates,
the Mezzanine Certificates and the Class P Certificates as of such Distribution
Date after giving effect to distributions to be made on such Distribution Date.

                  "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.

                  "Pass-Through Rate": With respect to the Class IA-1
Certificates, the Class IIA-1 Certificates, the Class IIA-2 Certificates, the
Class IIA-3 Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates and the Class M-9 Certificates and any Distribution Date,
the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Rate for such Distribution Date. With respect to the Class C
Certificates and any Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (A) through (P) below, and the denominator of
which is the aggregate of the Uncertificated Principal Balances of the REMIC 1
Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class C Certificates, the numerator is equal to the sum of the following
components:



                                       31

<PAGE>



         (A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTAA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTAA;

         (B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1A1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A1;

         (C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT2A1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT2A1;

         (D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT2A2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT2A2;

         (E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT2A3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT2A3;

         (F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM1;

         (G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM2;

         (H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM3;

         (I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM4;

         (J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM5;

         (K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM6;



                                       32

<PAGE>



         (L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM7 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM7;

         (M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM8 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM8;

         (N) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTM9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM9;

         (O) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LTZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ; and

         (P) 100% of the interest on the REMIC 1 Regular Interest LTP.

                  "Paying Agent": Any paying agent appointed pursuant to Section
6.05.

                  "Percentage Interest": With respect to any Certificate (other
than a Residual Certificate), a fraction, expressed as a percentage, the
numerator of which is the Initial Certificate Principal Balance represented by
such Certificate and the denominator of which is the Original Class Certificate
Principal Balance of the related Class. With respect to a Residual Certificate,
the portion of the Class evidenced thereby, expressed as a percentage, as stated
on the face of such Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicer, the
Master Servicer, the Trustee, the Trust Administrator or any of their respective
Affiliates or for which an Affiliate of the Trustee or the Trust Administrator
serves as an advisor:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States;

                  (ii) (A) demand and time deposits in, certificates of deposit
         of, bankers' acceptances issued by or federal funds sold by any
         depository institution or trust company (including the Trustee or its
         agent acting in their respective commercial capacities)


                                       33

<PAGE>



         incorporated under the laws of the United States of America or any
         state thereof and subject to supervision and examination by federal
         and/or state authorities, so long as, at the time of such investment or
         contractual commitment providing for such investment, such depository
         institution or trust company (or, if the only Rating Agency is S&P, in
         the case of the principal depository institution in a depository
         institution holding company, debt obligations of the depository
         institution holding company) or its ultimate parent has a short-term
         uninsured debt rating in one of the two highest available ratings of
         Moody's and the highest available rating category of S&P and provided
         that each such investment has an original maturity of no more than 365
         days; and provided further that, if the only Rating Agency is S&P and
         if the depository or trust company is a principal subsidiary of a bank
         holding company and the debt obligations of such subsidiary are not
         separately rated, the applicable rating shall be that of the bank
         holding company; and, provided further that, if the original maturity
         of such short- term obligations of a domestic branch of a foreign
         depository institution or trust company shall exceed 30 days, the
         short-term rating of such institution shall be A-1+ in the case of S&P
         if S&P is the Rating Agency; and (B) any other demand or time deposit
         or deposit which is fully insured by the FDIC;

                  (iii) repurchase obligations with a term not to exceed 30 days
         with respect to any security described in clause (i) above and entered
         into with a depository institution or trust company (acting as
         principal) rated P-1 by Moody's and rated A-1+ or higher by S&P,
         provided, however, that collateral transferred pursuant to such
         repurchase obligation must be of the type described in clause (i) above
         and must (A) be valued daily at current market prices plus accrued
         interest, (B) pursuant to such valuation, be equal, at all times, to
         105% of the cash transferred by the Trustee in exchange for such
         collateral and (C) be delivered to the Trustee or, if the Trustee is
         supplying the collateral, an agent for the Trustee, in such a manner as
         to accomplish perfection of a security interest in the collateral by
         possession of certificated securities;

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation incorporated under the laws of the United
         States of America or any State thereof and that are rated by S&P (and
         if rated by any other Rating Agency, also by such other Rating Agency)
         in its highest long-term unsecured rating category at the time of such
         investment or contractual commitment providing for such investment;

                  (v) commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than 30 days after the date of
         acquisition thereof) that is rated by S&P (and if rated by any other
         Rating Agency, also by such other Rating Agency) in its highest
         short-term unsecured debt rating available at the time of such
         investment;

                  (vi) units of money market funds, including those money market
         funds managed or advised by the Trustee, the Trust Administrator or an
         Affiliate of either of them, that have been rated "Aaa" by Moody's and
         "AAAm" by S&P; and

                  (vii) if previously confirmed in writing to the Trustee and
         the Trust Administrator, any other demand, money market or time
         deposit, or any other obligation, security or


                                       34

<PAGE>



         investment, as may be acceptable to the Rating Agencies in writing as a
         permitted investment of funds backing securities having ratings
         equivalent to its highest initial rating of the Class A Certificates;

provided, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations.

                  "Permitted Transferee": Any transferee of a Residual
Certificate other than a Disqualified Organization or a non-U.S. Person.

                  "Person": Any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

                  "Pool Balance": As of any date of determination, the aggregate
principal balance of the Mortgage Loans in both Loan Groups as of such date.

                  "Prepayment Assumption": As defined in the Prospectus
Supplement.

                  "Prepayment Charge": With respect to any Mortgage Loan, the
charges or premiums, if any, due in connection with a full or partial prepayment
of such Mortgage Loan in accordance with the terms thereof (other than any
Servicer Prepayment Charge Payment Amount).

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in the Trust Fund on such
date, attached hereto as Schedule I (including the prepayment charge summary
attached thereto). The Prepayment Charge Schedule shall set forth the following
information with respect to each Prepayment Charge:

                  (i) the Mortgage Loan identifying number;

                  (ii) a code indicating the type of Prepayment Charge;

                  (iii) the state of origination of the related Mortgage Loan;

                  (iv) the date on which the first monthly payment was due on
         the related Mortgage Loan;

                  (v) the term of the related Prepayment Charge; and


                                       35

<PAGE>



                  (vi) the principal balance of the related Mortgage Loan as of
the Cut-off Date.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to interest at the applicable Net Mortgage Rate on the amount of
such Principal Prepayment for the number of days commencing on the date on which
the prepayment is applied and ending on the last day of the calendar month
preceding the month in which such Distribution Date occurs. The obligations of
the Servicer and the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 3.25 and Section 4.19, respectively.

                  "Prepayment Period": With respect to any Remittance Date, (a)
with respect to unscheduled receipt of principal (other than voluntary partial
principal prepayment), the period from and including the 16th day of the month
preceding the month in which such Remittance Date occurs to and including the
15th day of the month in which such Remittance Date occurs, and (b) with respect
to voluntary principal prepayments in part, the calendar month prior to such
Remittance Date.

                  "Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal
Balance, MINUS the sum of (x) all collections credited against the Principal
Balance of any such Mortgage Loan and (y) the principal portion of Advances made
with respect to such Mortgage Loan. For purposes of this definition, a
Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to
the Principal Balance of the related Mortgage Loan as of the final recovery of
related Liquidation Proceeds and a Principal Balance of zero thereafter. As to
any REO Property and any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus the sum of
(x) any REO Principal Amortization received with respect thereto on or prior to
such day and (y) the principal portion of Advances made with respect to such REO
Property from and after the time the related Mortgage Loan became such REO
Property.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

                  "Principal Remittance Amount": With respect to any
Distribution Date, the sum of the Group I Principal Remittance Amount and the
Group II Principal Remittance Amount.

                  "Prospectus Supplement": That certain Prospectus Supplement
dated May 11, 2004 relating to the public offering of the Class A Certificates
and the Mezzanine Certificates.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, and as
confirmed by an Officers' Certificate from the Servicer to the Trustee and the
Trust Administrator, an amount equal to the sum of (i) 100% of the Principal
Balance thereof as of the date of purchase (or such other price as provided in
Section 11.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
such Principal


                                       36

<PAGE>



Balance at the applicable Mortgage Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the Mortgagor or an
advance by the Servicer, which payment or advance had as of the date of purchase
been distributed pursuant to Section 5.01, through the end of the calendar month
in which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Principal Balance at the applicable Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an advance by the Servicer through the end of
the calendar month immediately preceding the calendar month in which such REO
Property was acquired, plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 5.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.24 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the Trustee or the Trust
Administrator in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust in connection
with any violation by such loan of any predatory or abusive lending law.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
or the Mortgage Loan Purchase Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, not in
excess of, and not more than 5% less than, the outstanding principal balance of
the Deleted Mortgage Loan as of the Due Date in the calendar month during which
the substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than one percentage point in excess of) the Mortgage Rate of the Deleted
Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of
the Deleted Mortgage Loan, (vi) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two
months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii)
[reserved], (viii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Mortgage Loan, (ix) be current
as of the date of substitution, (x) have a Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (xi) have a risk grading determined by the
Originator at least equal to the risk grading assigned on the Deleted Mortgage
Loan, (xii) have been underwritten or reunderwritten by the Originator in
accordance with the same underwriting criteria and guidelines as the Deleted
Mortgage Loan, (xiii) [reserved]; and (xiv) conform to each representation and
warranty set forth in Section 3.01 of the Mortgage Loan Purchase Agreement


                                       37

<PAGE>



applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clauses (ii) through (vi)
hereof shall be satisfied for each such mortgage loan, the risk gradings
described in clause (x) hereof shall be satisfied as to each such mortgage loan,
the terms described in clause (viii) hereof shall be determined on the basis of
weighted average remaining term to maturity (provided that no such mortgage loan
may have a remaining term to maturity longer than the Deleted Mortgage Loan),
the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to
each such mortgage loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause (xiv) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.

                  "Rating Agency or Rating Agencies": Moody's and S&P or their
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
agencies, or other comparable Persons, designated by the Depositor, notice of
which designation shall be given to the Trustee, the Trust Administrator and the
Servicer.

                  "Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the portion of the Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Mortgage Loan.

                  "Record Date": With respect to (i) the Class C Certificates
and the Residual Certificates, the Close of Business on the last Business Day of
the calendar month preceding the month in which the related Distribution Date
occurs and (ii) with respect to all other Classes of Certificates, the Close of
Business on the Business Day immediately preceding the related Distribution
Date; provided, however, that following the date on which Definitive
Certificates for any of Class A Certificates or the Mezzanine Certificates are
available pursuant to Section 6.02, the Record Date for such Certificates that
are Definitive Certificates shall be the last Business Day of the calendar month
preceding the month in which the related Distribution Date occurs.

                  "Reference Banks": Those banks (i) with an established place
of business in London, England, (ii) not controlling, under the control of or
under common control with the Originator or the Servicer or any affiliate
thereof and (iii) which have been designated as such by the Trust Administrator
after consultation with the Depositor; provided, however, that if fewer than two
of such banks provide a LIBOR rate, then any leading banks selected by the Trust
Administrator after consultation with the Depositor which are engaged in
transactions in United States dollar deposits in the international Eurocurrency
market.

                  "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.

                  "Regular Certificate": Any of the Class A Certificates,
Mezzanine Certificates, Class C Certificates or Class P Certificates.

                  "Relief Act": The Servicemembers Civil Relief Act, as amended.



                                       38

<PAGE>



                  "Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan with respect to which there has been a
reduction in the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Relief Act, the amount by
which (i) interest collectible on such Mortgage Loan during such Due Period is
less than (ii) one month's interest on the Principal Balance of such Mortgage
Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the
application of the Relief Act.

                  "REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.

                  "REMIC 1": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made consisting of: (i) such
Mortgage Loans as from time to time are subject to this Agreement, together with
the Mortgage Files relating thereto, and together with all collections thereon
and proceeds thereof, (ii) any REO Property, together with all collections
thereon and proceeds thereof, (iii) the Trustee's rights with respect to the
Mortgage Loans under all insurance policies, required to be maintained pursuant
to this Agreement and any proceeds thereof, (iv) the Depositor's rights under
the Mortgage Loan Purchase Agreement (including any security interest created
thereby), (v) [reserved] and (vi) the Collection Account, the Distribution
Account (subject to the last sentence of this definition) and any REO Account
and such assets that are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments with respect
thereto. Notwithstanding the foregoing, however, a REMIC election will not be
made with respect to the Net WAC Rate Carryover Reserve Account, the Cap
Contract or any Servicer Prepayment Charge Payment Amounts.

                  "REMIC 1 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

                  "REMIC 1 Overcollateralization Target Amount": 1% of the
Overcollateralization Target Amount.

                  "REMIC 1 Overcollateralization Amount": With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC 1 Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest
LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1
Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest
LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1
Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest
LTM8, REMIC 1 Regular Interest LTM9 and REMIC 1 Regular Interest LTP, in each
case as of such date of determination.

                  "REMIC 1 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is


                                       39

<PAGE>



two times the aggregate of the Uncertificated Principal Balances of REMIC 1
Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest
LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1, REMIC 1
Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest
LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest
LTM9 and REMIC 1 Regular Interest LTZZ.

                  "REMIC 1 Regular Interest LTAA": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTAA shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LT1A1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1A1
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LT2A1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2A1
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LT2A2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2A2
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LT2A3": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2A3
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM1 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject


                                       40

<PAGE>



to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

                  "REMIC 1 Regular Interest LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM2 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM3": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM3 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM4 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM5": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. Regular Interest LTM5 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

                  "REMIC 1 Regular Interest LTM6": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM6 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM7": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM7 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.



                                       41

<PAGE>



                  "REMIC 1 Regular Interest LTM8": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM8 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM9": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM9 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTP": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTP shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTZZ": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTZZ shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interests": REMIC 1 Regular Interest LTAA,
REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular
Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular
Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6,
REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular
Interest LTM9, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP.

                  "REMIC 2": The segregated pool of assets consisting of all of
the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit
of the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class R-2 Interest), pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election is to
be made.

                  "REMIC 2 Regular Interests": The Regular Certificates.

                  "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear at Section
860A through 860G of Subchapter M of


                                       42

<PAGE>



Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time.

                  "Remittance Report": A report prepared by the Servicer and
delivered to the Master Servicer and the Trust Administrator pursuant to Section
5.04 and meeting the requirements therefor set forth in Section 5.04.

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code.

                  "REO Account": The account or accounts maintained by the
Servicer in respect of an REO Property pursuant to Section 3.24.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of the Trust Fund.

                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of the Trust
Fund, one month's interest at the applicable Net Mortgage Rate on the Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan if appropriate) as of the Close of Business on the
Distribution Date in such calendar month.

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
11.01 that is allocable to such REO Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to Section 3.24 in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.24 for unpaid Servicing Fees
in respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.

                  "REO Property": A Mortgaged Property acquired by the Servicer
on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure,
as described in Section 3.24.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trust Administrator determines
to be either (i) the arithmetic mean (rounded upwards if necessary to the
nearest whole multiple of 1/16 of 1%) of the one-month United States dollar
lending rates which banks in The City of New York selected by the Depositor are
quoting on the relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or (ii) in the event
that the Trust Administrator can determine no such arithmetic


                                       43

<PAGE>



mean, in the case of any Interest Determination Date after the initial Interest
Determination Date, the lowest one-month United States dollar lending rate which
such New York banks selected by the Depositor are quoting on such Interest
Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) a
detached one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a Fannie Mae eligible condominium project,
(iv) a manufactured home, or (v) a detached one-family dwelling in a planned
unit development, none of which is a co-operative or mobile home.

                  "Residual Certificate":  The Class R Certificates.

                  "Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.

                  "Responsible Officer": When used with respect to the Trust
Administrator, the Chairman or Vice Chairman of the Board of Directors or
Trustees, the Chairman or Vice Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, any vice president, any
assistant vice president, the Secretary, any assistant secretary, the Treasurer,
any assistant treasurer, the Cashier, any assistant cashier, any trust officer
or assistant trust officer, the Controller and any assistant controller or any
other officer of the Trust Administrator customarily performing functions
similar to those performed by any of the above designated officers and, with
respect to a particular matter, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject. When used
with respect to the Trustee, the Chairman or Vice Chairman of the Board of
Directors or Trustees, the Chairman or Vice Chairman of the Executive or
Standing Committee of the Board of Directors or Trustees, the President, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant
cashier, any trust officer or assistant trust officer, the Controller and any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
with direct responsibility for the Trustee's performance of functions to be
performed by the Trustee in connection with the administration of this
Agreement. and, with respect to a particular matter, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

                  "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

                  "Senior Principal Distribution Amount": the sum of (i) the
Group I Senior Principal Distribution Amount and (ii) the Group II Senior
Principal Distribution Amount.

                  "Servicer": Fremont Investment & Loan, a California state
chartered industrial bank, or any successor servicer appointed as herein
provided, in its capacity as Servicer hereunder.

                  "Servicer Certification": As defined in Section 3.22(a)
hereof.



                                       44

<PAGE>



                  "Servicer Event of Termination": One or more of the events
described in Section 8.01(a).

                  "Servicer Prepayment Charge Payment Amount": The amounts
payable by the Servicer in respect of any waived Prepayment Charges pursuant to
Section 2.05 or Section 3.01.

                  "Servicer Remittance Date": With respect to any Distribution
Date, the Business Day prior to such Distribution Date.

                  "Servicer Termination Test": With respect to any Distribution
Date, the Servicer Termination Test will be failed if the Cumulative Loss
Percentage the applicable percentages set forth below with respect to such
Distribution Date:

                  Distribution Date              Percentage

         June 2007 through May 2008                 4.25%
         June 2008 through May 2009                 6.25%
         June 2009 through May 2010                 7.75%
         June 2010 and thereafter                   8.75%

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures related to a
Mortgage Loan and any such proceedings that result from the Mortgage Loan being
registered on the MERS(R) System, (iii) the management and liquidation of the
REO Property and (iv) compliance with the obligations under Sections 3.01, 3.09,
3.14, 3.16, and 3.24. The Servicer shall not be required to make any Servicing
Advance that would be a Nonrecoverable Advance.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount, payable as provided in Section 3.18, equal to the
Servicing Fee Rate accrued for one month (or in the event of any payment of
interest which accompanies a Principal Prepayment in full made by the Mortgagor
during such calendar month, accrued for the number of days covered by such
payment of interest) on the same principal amount on which interest on such
Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee
may be retained by any Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate":   0.50% per annum.

                  "Servicing Officer": Any officer of the Servicer or the Master
Servicer, as applicable, involved in, or responsible for, the administration and
servicing, or master servicing, as applicable, of Mortgage Loans, whose name and
specimen signature appear on a list of servicing officers


                                       45

<PAGE>



furnished by the Servicer or the Master Servicer, as applicable, to the Trustee,
the Master Servicer, the Trust Administrator and the Depositor on the Closing
Date, as such list may from time to time be amended.

                  "Servicing Transfer Costs": Shall mean all reasonable costs
and expenses incurred by the Trustee, the Trust Administrator or the Master
Servicer (in connection with a transfer of servicing) or by the Trustee (in
connection with a transfer of master servicing) in connection with the transfer
of servicing or master servicing from a predecessor servicer or master servicer,
including, without limitation, any reasonable costs or expenses associated with
the complete transfer of all servicing data or master servicing data and the
completion, correction or manipulation of such servicing data or master
servicing data as may be required by the Trustee, the Trust Administrator or the
Master Servicer (in connection with a transfer of servicing) or by the Trustee
(in connection with a transfer of master servicing) to correct any errors or
insufficiencies in the servicing data or master servicing data or otherwise to
enable the Master Servicer (or any successor Servicer appointed pursuant to
Section 8.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS or to enable the Trustee (or any successor Master
Servicer appointed pursuant to Section 8.02) to master service the Mortgage
Loans properly and effectively.

                  "Startup Day": As defined in Section 10.01(b) hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such
Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date to the extent received from the Mortgagor or
advanced by the Servicer and distributed pursuant to Section 5.01 on or before
such date of determination, (ii) all Principal Prepayments received after the
Cut-off Date to the extent distributed pursuant to Section 5.01 on or before
such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds to the extent distributed pursuant to Section 5.01 on or before such
date of determination, and (iv) any Realized Loss incurred with respect thereto
as a result of a Deficient Valuation made during or prior to the Due Period for
the most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 5.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.



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<PAGE>



                  "Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (x) the
Distribution Date occurring in June 2007 and (y) the first Distribution Date on
which the Credit Enhancement Percentage (calculated for this purpose only after
taking into account payments of principal on the Mortgage Loans but prior to
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than 37.00%.

                  "Subsequent Recoveries": As of any Distribution Date,
unexpected amounts received by the Servicer (net of any related expenses
permitted to be reimbursed pursuant to Section 3.10) specifically related to a
Mortgage Loan that was the subject of a liquidation or an REO Disposition prior
to the related Prepayment Period that resulted in a Realized Loss.

                  "Sub-Servicer": Any Person with which the Servicer has entered
into a Sub- Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the applicable Servicer.

                  "Sub-Servicing Agreement": The written contract between either
Servicer and a Sub- Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02.

                  "Substitution Adjustment": As defined in Section 2.03(d)
hereof.

                  "Tax Matters Person": The tax matters person appointed
pursuant to Section 10.01(e) hereof.

                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed by the Trust Administrator on behalf of each REMIC, together
with any and all other information reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.

                  "Termination Price":  As defined in Section 11.01(a) hereof.

                  "Terminator":  As defined in Section 11.01(a) hereof.

                  "Trigger Event": A Trigger Event is in effect with respect to
any Distribution Date on or after the Stepdown Date if:

                  (a) the Delinquency Percentage exceeds 42.25% of the Credit
Enhancement Percentage or


                                       47

<PAGE>



                  (b) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period (after reduction for
all Subsequent Recoveries received from the Cut-off Date through the Prepayment
Period) divided by the aggregate principal balance of the Mortgage Loans as of
the Cut-off Date exceeds the applicable percentages set forth below with respect
to such Distribution Date:



     DISTRIBUTION DATE OCCURRING IN              PERCENTAGE
     ------------------------------              ----------
June 2007 through May 2008                          3.25%
June 2008 through May 2009                          5.25%
June 2009 through May 2010                          6.75%
June 2010 and thereafter                            7.75%

                  "Trust": Fremont Home Loan Trust 2004-B, the trust created
hereunder.

                  "Trust Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 9.05 as compensation
for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties of the Trust
Administrator hereunder, which amount, with respect to the Mortgage Loans and
for any calendar month, shall be equal to the Trust Administration Fee Rate
accrued for one month on the same principal amount on which interest on each
Mortgage Loan accrues for such calendar month.

                  "Trust Administration Fee Rate": 0.00625% per annum.

                  "Trust Administrator": Wells Fargo Bank, N.A., or any
successor trust administrator appointed as herein provided.

                  "Trust Fund": All of the assets of the Trust, which is the
trust created hereunder consisting of REMIC 1, REMIC 2, the Cap Contract, the
right to receive any amounts from the Net WAC Rate Carryover Reserve Account and
any Servicer Prepayment Charge Payment Amounts.

                  "Trustee": HSBC Bank USA, a New York banking corporation, or
any successor trustee appointed as herein provided.

                  "Unadjusted Net WAC 30/360 Rate": For any Distribution Date, a
per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates
of the Mortgage Loans for such Distribution Date.

                  "Uncertificated Accrued Interest": With respect to each REMIC
1 Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated REMIC 1 Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC 1 Regular Interest. In each case,
Uncertificated Accrued Interest will be reduced by any Net Prepayment


                                       48

<PAGE>



Interest Shortfalls, Relief Act Interest Shortfalls or other shortfalls
allocated to such Certificate as provided in Section 1.03.

                  "Uncertificated Principal Balance": With respect to each REMIC
1 Regular Interest, the amount of such REMIC 1 Regular Interest outstanding as
of any date of determination. As of the Closing Date, the Uncertificated
Principal Balance of each REMIC 1 Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC 1 Regular Interest shall be reduced by all distributions
of principal made on such REMIC 1 Regular Interest on such Distribution Date
pursuant to Section 5.07 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 5.07, and the Uncertificated Principal Balances of REMIC 1
Regular Interest LTZZ shall be increased by interest deferrals as provided in
Section 5.07.

                  "Uncertificated REMIC 1 Pass-Through Rate": For any
Distribution Date and each REMIC 1 Regular Interest, the Unadjusted Net WAC
30/360 Rate of the Mortgage Loans for such Distribution Date.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.

                  "United States Person" or "U.S. Person": A citizen or resident
of the United States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States, any state
thereof, or the District of Columbia (except in the case of a partnership, to
the extent provided in Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Residual Certificates, no partnership or
other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are required by
the applicable operative agreement to be United States Persons, or an estate the
income of which from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

                  "Unpaid Interest Shortfall Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and (i) the first Distribution
Date, zero, and (ii) any Distribution Date after the first Distribution Date,
the amount, if any, by which (a) the sum of (1) the Monthly Interest
Distributable Amount for such Class for the immediately preceding Distribution
Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such
Class for such preceding Distribution Date exceeds (b) the aggregate amount
distributed on such Class in respect of interest pursuant to clause (a) of this
definition on such preceding Distribution Date, plus interest on the amount of


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<PAGE>



interest due but not paid on the Certificates of such Class on such preceding
Distribution Date, to the extent permitted by law, at the Pass-Through Rate for
such Class for the related Accrual Period.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the lesser of (a) the value thereof as determined by an appraisal made for
the originator of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac, and (b) the value thereof as determined by a review appraisal conducted by
the Originator in the event any such review appraisal determines an appraised
value ten percent or more lower than the value thereof as determined by the
appraisal referred to in clause (i)(a) above and (ii) the purchase price paid
for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the lesser of (1) the
value determined by an appraisal made for the Originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review appraisal conducted by the
Originator in the event any such review appraisal determines an appraised value
ten percent or more lower than the value thereof as determined by the appraisal
referred to in clause (ii)(1) above.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates and the Class C Certificates shall have
98% of the Voting Rights (allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates and the Class C Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), the Class P Certificates shall have 1% of the Voting
Rights and the Residual Certificates shall have 1% of the Voting Rights. The
Voting Rights allocated to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal
Balance of such Certificates, and the Voting Rights allocated to the Class P
Certificates and the Residual Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders' respective Percentage
Interest; provided, however that when none of the Regular Certificates are
outstanding, 100% of the Voting Rights shall be allocated among Holders of the
Residual Certificates in accordance with such Holders' respective Percentage
Interests in the Certificates of such Class. Notwithstanding the foregoing, the
"Voting Rights" relating to any Certificate that is owned by the Originator, or
any Affiliate of the Originator, shall be zero unless all of the outstanding
Certificates are owned by the Originator and/or its Affiliates; provided
however, if any such Certificate is pledged to an indenture trustee, such
indenture trustee shall be entitled to exercise such Voting Rights.

                  SECTION 1.02. Accounting.

                  Unless otherwise specified herein, for the purpose of any
definition or calculation, whenever amounts are required to be netted,
subtracted or added or any distributions are taken into account such definition
or calculation and any related definitions or calculations shall be determined
without duplication of such functions.

                  SECTION 1.03. Allocation of Certain Interest Shortfalls.


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<PAGE>



                  For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Class A Certificates, the Mezzanine Certificates
and the Class C Certificates for any Distribution Date, (1) the aggregate amount
of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, among the Class C Certificates on a PRO RATA basis based on,
and to the extent of, one month's interest at the then applicable Pass-Through
Rate on the Notional Amount of each such Certificate and, thereafter, among the
Class A Certificates and the Mezzanine Certificates on a PRO RATA basis based
on, and to the extent of, one month's interest at the then applicable respective
Pass- Through Rate on the respective Certificate Principal Balance of each such
Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate
Carryover Amounts shall be allocated among the Class C Certificates on a PRO
RATA basis based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of each such Certificate.

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,
the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to
an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter among REMIC 1 Regular Interest LTAA,
Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest
LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1, REMIC 1
Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest
LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest
LTM9 and REMIC 1 Regular Interest LTZZ PRO RATA based on, and to the extent of,
one month's interest at the then applicable respective Uncertificated REMIC 1
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC 1 Regular Interest.



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<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01. Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon on and after the Cut-off Date
and all collections in respect of interest and principal due after the Cut-off
Date; (ii) property which secured each such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in
any insurance policies in respect of the Mortgage Loans; (iv) the rights of the
Depositor under the Mortgage Loan Purchase Agreement, (v) the right to receive
any amounts payable under the Cap Contract; (vi) all other assets included or to
be included in the Trust Fund and (vii) all proceeds of any of the foregoing.
Such assignment includes all interest and principal due and collected by the
Depositor or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

                  In connection with such transfer and assignment, the
Depositor, does hereby deliver to, and deposit with the Trustee, or its
designated agent (the "Custodian"), the following documents or instruments with
respect to each Original Mortgage Loan so transferred and assigned, the
following documents or instruments (with respect to each Mortgage Loan, a
"Mortgage File") :

                  (i) the original Mortgage Note, endorsed and signed in the
         name of the last endorsee by an authorized officer (which signature may
         be a facsimile) either (A) in blank, in which case the Trustee shall
         cause the endorsement to be completed or (B) in the following form:
         "Pay to the order of HSBC Bank USA, as Trustee, without recourse" or
         with respect to any lost Mortgage Note, an original Lost Note Affidavit
         stating that the original mortgage note was lost, misplaced or
         destroyed, together with a copy of the related mortgage note; provided,
         however, that such substitutions of Lost Note Affidavits for original
         Mortgage Notes may occur only with respect to Mortgage Loans, the
         aggregate Cut-off Date Principal Balance of which is less than or equal
         to 1.00% of the Pool Balance as of the Cut- off Date;

                  (ii) the original Mortgage (noting, if the related Mortgage
         Loan is registered on the MERS(R) System, the presence of the MIN of
         the Mortgage Loan and language indicating that the Mortgage Loan is a
         MOM Loan if the Mortgage Loan is a MOM Loan) with evidence of recording
         thereon, and the original recorded power of attorney, if the Mortgage
         was executed pursuant to a power of attorney, with evidence of
         recording thereon or, if such Mortgage or power of attorney has been
         submitted for recording but has not been returned from the applicable
         public recording office, has been lost or is not otherwise available, a
         copy of such Mortgage or power of attorney, as the case may be,
         certified to be a true and complete copy of the original submitted for
         recording;


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<PAGE>



                  (iii) unless the Mortgage Loan is registered on the MERS(R)
         System, an original Assignment, in form and substance acceptable for
         recording, assigning the related Mortgage either (A) in blank or (B) to
         "HSBC Bank USA, as Trustee, without recourse";

                  (iv) an original copy of any intervening assignment of
         Mortgage showing a complete chain of assignments to the Trustee (or to
         MERS if the Mortgage Loan is registered on the MERS(R) System and
         noting the presence of MIN);

                  (v) the original or a certified copy of lender's title
         insurance policy; and

                  (vi) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any.

                  The Depositor herewith also delivers to the Trustee and the
Trust Administrator an executed copy of the Mortgage Loan Purchase Agreement.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage, if any of the documents referred to in Section
2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for
recording but either (x) has not been returned from the applicable public
recording office or (y) has been lost or such public recording office has
retained the original of such document, the obligations of the Depositor to
deliver such documents shall be deemed to be satisfied upon (1) delivery to the
Trustee or the Custodian no later than the Closing Date, of a copy of each such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Trustee or the Custodian, promptly
upon receipt thereof of either the original or a copy of such document certified
by the applicable public recording office to be a true and complete copy of the
original. If the original lender's title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor
shall deliver or cause to be delivered to the Trustee or the Custodian, the
original or a copy of a written commitment or interim binder or preliminary
report of title issued by the title insurance or escrow company, with the
original or a certified copy thereof to be delivered to the Trustee or the
Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall
deliver or cause to be delivered to the Trustee or the Custodian promptly upon
receipt thereof any other documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.

                  Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Trustee shall notify (or shall cause a Custodian on its behalf to notify) the
Trust Administrator and the Servicer, and the Servicer (or, to the extent
provided in Section 3.02, the Trustee) shall enforce the obligations of the
Originator under the Mortgage Loan Purchase Agreement to cure such defect or
deliver such missing document to the Trustee or the Custodian within 90 days. If
the Originator does not cure such defect or deliver such missing document within
such time period, the Servicer (or, to the extent provided in Section 3.02, the
Trustee) shall enforce the obligations of the Originator to either repurchase or
substitute for such Mortgage Loan in accordance with Section 2.03. In connection
with the foregoing, it is understood


                                       53

<PAGE>



that the Trustee or a Custodian acting on its behalf shall have no duty to
discover any such defects except in the course of performing its review of the
Mortgage Files to the extent set forth herein.

                  The Trustee shall enforce the obligations of the Originator
under the Mortgage Loan Purchase Agreement to cause the Assignments which were
delivered in blank to be completed and to record all Assignments referred to in
Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)
hereof. The Trustee shall enforce the obligations of the Originator under the
Mortgage Loan Purchase Agreement to deliver such assignments for recording
within 180 days of the Closing Date. In the event that any such Assignment is
lost or returned unrecorded because of a defect therein, the Trustee shall
enforce the obligations of the Originator under the Mortgage Loan Purchase
Agreement to promptly have a substitute Assignment prepared or have such defect
cured, as the case may be, and thereafter cause each such Assignment to be duly
recorded.

                  Notwithstanding the foregoing, the Assignments of Mortgage
shall not be required to be submitted for recording with respect to any Mortgage
Loan in any jurisdiction where the Rating Agencies do not require recordation in
order to receive the ratings on the Certificates at the time of their initial
issuance (the jurisdictions where the Rating Agencies do require recordation in
order to receive the ratings on the Certificates at the time of their initial
issuance being Maryland and Florida); provided, however, each Assignment, except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
shall be submitted for recording in the manner described above, at no expense to
the Trust Fund, the Trustee or the Trust Administrator, upon the earliest to
occur of: (i) reasonable direction by the Holders of Certificates entitled to at
least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of
Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Originator, (iv) the occurrence of a servicing transfer as
described in Section 8.02 hereof, (v) with respect to any particular Mortgage
Loan, upon the occurrence of a bankruptcy, insolvency or foreclosure relating to
the Mortgagor under the related Mortgage and (vi) with respect to any particular
Mortgage Loan, upon such Mortgage Loan becoming 90 days or more Delinquent. In
the event of (i) through (vi) set forth in the immediately preceding sentence,
the Trustee shall enforce the obligations of the Originator to deliver such
Assignments for recording as provided above, promptly and in any event within 30
days following receipt of notice by the Originator. Notwithstanding the
foregoing, if the Originator fails to pay the cost of recording the Assignments,
such expense will be paid by the Trustee and the Trustee shall be reimbursed for
such expenses by the Trust. In the event any such Assignment is not recorded
when required, a successor to the Originator acting as Servicer will not have
any liability for its failure to act on notices that were not received and would
have been had such Assignment been recorded, except with respect to Mortgage
Loans that are subject to provisions (i) through (vi) set forth in this
paragraph, if such successor Servicer shall have failed to timely request the
Originator to cause such Assignments to be recorded.

                  In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date, the Trust Administrator
shall cause (at the Originator's expense) to be completed such endorsements "Pay
to the order of HSBC Bank USA, as Trustee, without recourse."

                  The Servicer shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in


                                       54

<PAGE>



accordance with this Agreement within two weeks of their execution; provided,
however, that the Servicer shall provide the Custodian with a certified true
copy of any such document submitted for recordation within two weeks of its
execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365 days
of its submission for recordation. In the event that the Servicer cannot provide
a copy of such document certified by the public recording office within such 365
day period, the Servicer shall deliver to the Custodian, within such 365 day
period, an Officers' Certificate of the Servicer which shall (A) identify the
recorded document, (B) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office,
(C) state the amount of time generally required by the applicable recording
office to record and return a document submitted for recordation, if known and
(D) specify the date the applicable recorded document is expected to be
delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer shall
deliver a copy of such document certified by an officer of the Servicer to be a
true and complete copy of the original to the Custodian.

                  SECTION 2.02. Acceptance by Trustee.

                  Subject to the provisions of Section 2.01 and subject to the
review described below and any exceptions noted on the exception report
described in the next paragraph below, the Trustee acknowledges receipt of the
documents referred to in Section 2.01 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.

                  The Trustee agrees to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor and the Servicer on or prior
to the Closing Date an acknowledgment of receipt of the related original
Mortgage Note for each Mortgage Loan (with any exceptions noted), substantially
in the form attached as Exhibit F-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed) each
Mortgage File on or prior to the Closing Date, with respect to each Original
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof). The Trustee further agrees, for
the benefit of the Certificateholders, to certify (cause the Custodian to
certify) to the Depositor and the Servicer in substantially the form attached
hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to
each Original Mortgage Loan (or, with respect to any document delivered after
the Startup Day, within 45 days of receipt and with respect to any Qualified
Substitute Mortgage, within 45 days after the assignment thereof) that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents required to be delivered to it pursuant to


                                       55

<PAGE>



Section 2.01 of this Agreement are in its possession, (ii) such documents have
been reviewed by it and have not been mutilated, damaged or torn and appear on
their face to relate to such Mortgage Loan and (iii) based on its examination
and only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (1) and (2) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee (or the Custodian, as
applicable) is under no duty or obligation to inspect, review or examine any
such documents, instruments, certificates or other papers to determine that they
are genuine, legally enforceable, valid or binding or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the
Servicer and the Trust Administrator a final certification in the form annexed
hereto as Exhibit F-2, with any applicable exceptions noted thereon.

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or not to conform with
respect to any characteristics which are within the scope of the Trustee's (or
the Custodian's, as applicable) review as provided herein, at the conclusion of
its review, the Trustee shall so notify (cause the Custodian to notify) the
Depositor, the Originator, the Servicer and the Trust Administrator. In
addition, upon the discovery by the Depositor or the Servicer (or upon receipt
by the Trustee of written notification of such breach) of a breach of any of the
representations and warranties made by the Originator in the Mortgage Loan
Purchase Agreement in respect of any Mortgage Loan which materially adversely
affects such Mortgage Loan or the interests of the related Certificateholders in
such Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties to this Agreement.

                  The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.

                  SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
the Originator.

                  (a) Upon discovery or receipt of written notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Originator of any representation, warranty or
covenant under the Mortgage Loan Purchase Agreement in respect


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<PAGE>



of any Mortgage Loan which materially adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders, the Trustee
shall promptly notify (cause the Custodian to notify) the Servicer of such
defect, missing document or breach and the Servicer shall request that the
Originator deliver such missing document or that the Originator cure such defect
or breach within 90 days from the date the Originator was notified of such
missing document, defect or breach, and if the Originator does not deliver such
missing document or if the Originator does not cure such defect or breach in all
material respects during such period, the Servicer (or, to the extent provided
in Section 3.02, the Trustee) shall enforce the Originator's obligation under
the Mortgage Loan Purchase Agreement and cause the Originator to repurchase such
Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the
Determination Date following the expiration of such 90 day period (subject to
Section 2.03(e)). The Purchase Price for the repurchased Mortgage Loan shall be
remitted to the Servicer for deposit in the Collection Account, and the Trustee,
upon receipt of written certification from the Servicer of such deposit, shall
release or cause the Custodian to release to the Originator the related Mortgage
File and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Originator shall furnish to it
and as shall be necessary to vest in the Originator any Mortgage Loan released
pursuant hereto and neither the Trustee nor the Trust Administrator shall have
any further responsibility with regard to such Mortgage File (it being
understood that neither the Trustee nor the Trust Administrator shall have any
responsibility for determining the sufficiency of such assignment for its
intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
above, the Originator may cause such Mortgage Loan to be removed from the Trust
Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one
or more Qualified Substitute Mortgage Loans in the manner and subject to the
limitations set forth in Section 2.03(d). In furtherance of the foregoing, if
the Originator is not a member of MERS and repurchases a Mortgage Loan which is
registered on the MERS(R) System, the Originator at its own expense and without
any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to the Originator and shall cause such Mortgage to be removed from registration
on the MERS(R) System in accordance with MERS' rules and regulations. It is
understood and agreed that the obligation of the Originator to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which such
a breach has occurred and is continuing shall constitute the sole remedy against
the Originator respecting such omission, defect or breach available to the
Trustee on behalf of the Certificateholders.

                  (b) Within 90 days of the earlier of discovery by the
Depositor or receipt of notice by the Depositor of the breach of any
representation, warranty or covenant of the Depositor set forth in Section 2.06,
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan, the Depositor shall cure such breach in all material
respects.

                  (c) Within 90 days of the earlier of discovery by the Servicer
or receipt of notice by the Servicer of the breach of any representation,
warranty or covenant of the Servicer set forth in Section 2.05 which materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the Servicer shall cure such breach in all material respects.

                  (d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the last Business Day


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<PAGE>



that is within two years after the Closing Date. As to any Deleted Mortgage Loan
for which the Originator substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Originator delivering to the
Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage and the Assignment to the Trustee, and such other documents
and agreements, with all necessary endorsements thereon, as are required by
Section 2.01, together with an Officers' Certificate providing that each such
Qualified Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Adjustment (as described below), if any, in
connection with such substitution. The Trustee shall acknowledge receipt for
such Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter,
shall review or cause the Custodian to review such documents as specified in
Section 2.02 and deliver or cause the Custodian to deliver to the Servicer, the
Master Servicer and the Trust Administrator, with respect to such Qualified
Substitute Mortgage Loan or Loans, a certification substantially in the form
attached hereto as Exhibit F-1, with any applicable exceptions noted thereon.
Within one year of the date of substitution, the Trustee shall deliver or cause
the Custodian to deliver to the Servicer, the Master Servicer and the Trust
Administrator a certification substantially in the form of Exhibit F-2 hereto
with respect to such Qualified Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of
the Trust Fund and will be retained by the Originator. For the month of
substitution, distributions to Certificateholders will reflect the collections
and recoveries in respect of such Deleted Mortgage Loan in the Due Period
preceding the month of substitution and the Originator shall thereafter be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Servicer shall give or cause to be given written notice to
the Trustee, the Master Servicer and the Trust Administrator that such
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
the removal of such Deleted Mortgage Loan from the terms of this Agreement and
the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee, the Master
Servicer and the Trust Administrator. Upon such substitution by the Originator,
such Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and the Mortgage Loan Purchase Agreement, including all applicable
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement as of the date of substitution.

                  For any month in which the Originator substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment"), if any, by
which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution, together with one
month's interest on such principal balance at the applicable Mortgage Rate. On
the date of such substitution, the Originator will deliver or cause to be
delivered to the Servicer for deposit in the Collection Account an amount equal
to the Substitution Adjustment, if any, and the Trustee, upon receipt by it or
by the Custodian on its behalf of the related Qualified Substitute Mortgage Loan
or Loans and receipt by it of certification by the Servicer of such deposit and
a Request for Release, shall release or cause the Custodian to release to the
Originator the related Mortgage File or Files and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Originator shall deliver to it and as shall be necessary to vest therein any
Deleted Mortgage Loan released pursuant hereto.


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<PAGE>



                  In addition, the Originator shall obtain at its own expense
and deliver to the Trustee and the Trust Administrator an Opinion of Counsel to
the effect that such substitution will not cause (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(I) of the Code or on
"contributions after the startup date" under Section 860G(d)(I) of the Code or
(b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is
outstanding. If such Opinion of Counsel can not be delivered, then such
substitution may only be effected at such time as the required Opinion of
Counsel can be given.

                  (e) Upon discovery by the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties hereto. In connection therewith, the
Originator or the Depositor, as the case may be, shall repurchase or, subject to
the limitations set forth in Section 2.03(d), substitute one or more Qualified
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made (i) by the
Originator if the affected Mortgage Loan's status as a non-qualified mortgage is
or results from a breach of any representation, warranty or covenant made by the
Originator under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if
the affected Mortgage Loan's status as a non- qualified mortgage is a breach of
any representation or warranty of the Depositor set forth in Section 2.06, or if
its status as a non-qualified mortgage is a breach of no representation or
warranty. Any such repurchase or substitution shall be made in the same manner
as set forth in Section 2.03(a) or 2.03(d). The Trustee shall reconvey to the
Depositor or the Originator, as the case may be, the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased by the Originator for breach
of a representation or warranty.

                  SECTION 2.04. Representations and Warranties of the Master
Servicer.

                  The Master Servicer hereby represents, warrants and covenants
to the Servicer, the Depositor and the Trustee, for the benefit of each of the
Trustee and the Certificateholders, that as of the Closing Date or as of such
date specifically provided herein:

                  (i) The Master Servicer is a national banking association duly
formed, validly existing and in good standing under the laws of the United
States of America and is duly authorized and qualified to transact any and all
business contemplated by this Agreement to be conducted by the Master Servicer;

                  (ii) The Master Servicer has the full power and authority to
conduct its business as presently conducted by it and to execute, deliver and
perform, and to enter into and consummate, all transactions contemplated by this
Agreement. The Master Servicer has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement,
and this Agreement, assuming due authorization, execution and delivery by the
Depositor and the Trustee, constitutes a legal, valid and binding obligation of
the Master Servicer, enforceable against it in accordance with its terms except
as the enforceability thereof may be limited


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<PAGE>



by bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity;

                  (iii) The execution and delivery of this Agreement by the
Master Servicer, the consummation by the Master Servicer of any other of the
transactions herein contemplated, and the fulfillment of or compliance with the
terms hereof are in the ordinary course of business of the Master Servicer and
will not (A) result in a breach of any term or provision of charter and by-laws
of the Master Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any other material
agreement or instrument to which the Master Servicer is a party or by which it
may be bound, or any statute, order or regulation applicable to the Master
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Master Servicer; and the Master Servicer is
not a party to, bound by, or in breach or violation of any indenture or other
agreement or instrument, or subject to or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or governmental
body having jurisdiction over it, which materially and adversely affects or, to
the Master Servicer's knowledge, would in the future materially and adversely
affect, the ability of the Master Servicer to perform its obligations under this
Agreement;

                  (iv) The Master Servicer does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every covenant
made by it and contained in this Agreement;

                  (v) No litigation is pending against the Master Servicer that
would materially and adversely affect the execution, delivery or enforceability
of this Agreement or the ability of the Master Servicer to perform any of its
other obligations hereunder in accordance with the terms hereof,

                  (vi) There are no actions or proceedings against, or
investigations known to it of, the Master Servicer before any court,
administrative or other tribunal (A) that might prohibit its entering into this
Agreement, (B) seeking to prevent the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and
adversely affect the performance by the Master Servicer of its obligations
under, or validity or enforceability of, this Agreement; and

                  (vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of, or compliance by the Master Servicer
with, this Agreement or the consummation by it of the transactions contemplated
by this Agreement, except for such consents, approvals, authorizations or
orders, if any, that have been obtained prior to the Closing Date.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.04 shall survive the
resignation or termination of the parties hereto and the termination of this
Agreement and shall inure to the benefit of the Trustee, the Servicer, the
Depositor and the Certificateholders.

                  SECTION 2.05. Representations, Warranties and Covenants of the
Servicer.


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<PAGE>



                  The Servicer hereby represents, warrants and covenants to the
Trustee, the Trust Administrator and the Master Servicer, for the benefit of
each of the Trustee, the Trust Administrator, the Master Servicer and the
Certificateholders and to the Depositor that as of the Closing Date or as of
such date specifically provided herein:

                  (i) The Servicer is a state chartered industrial bank duly
         formed, validly existing and in good standing under the laws of the
         State of California and is duly authorized and qualified to transact
         any and all business contemplated by this Agreement to be conducted by
         the Servicer in any state in which a Mortgaged Property is located or
         is otherwise not required under applicable law to effect such
         qualification and, in any event, is in compliance with the doing
         business laws of any such State, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan and to service the Mortgage Loans
         in accordance with the terms of this Agreement;

                  (ii) The Servicer has the full power and authority to conduct
         its business as presently conducted by it and to execute, deliver and
         perform, and to enter into and consummate, all transactions
         contemplated by this Agreement. The Servicer has duly authorized the
         execution, delivery and performance of this Agreement, has duly
         executed and delivered this Agreement, and this Agreement, assuming due
         authorization, execution and delivery by the Depositor, the Trustee and
         the Trust Administrator, constitutes a legal, valid and binding
         obligation of the Servicer, enforceable against it in accordance with
         its terms except as the enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization or similar laws affecting the
         enforcement of creditors' rights generally and by general principles of
         equity;

                  (iii) The execution and delivery of this Agreement by the
         Servicer, the servicing of the Mortgage Loans by the Servicer
         hereunder, the consummation by the Servicer of any other of the
         transactions herein contemplated, and the fulfillment of or compliance
         with the terms hereof are in the ordinary course of business of the
         Servicer and will not (A) result in a breach of any term or provision
         of the articles of incorporation or bylaws of the Servicer or (B)
         conflict with, result in a breach, violation or acceleration of, or
         result in a default under, the terms of any other material agreement or
         instrument to which the Servicer is a party or by which it may be
         bound, or any statute, order or regulation applicable to the Servicer
         of any court, regulatory body, administrative agency or governmental
         body having jurisdiction over the Servicer; and the Servicer is not a
         party to, bound by, or in breach or violation of any indenture or other
         agreement or instrument, or subject to or in violation of any statute,
         order or regulation of any court, regulatory body, administrative
         agency or governmental body having jurisdiction over it, which
         materially and adversely affects or, to the Servicer's knowledge, would
         in the future materially and adversely affect, (x) the ability of the
         Servicer to perform its obligations under this Agreement, (y) the
         business, operations, financial condition, properties or assets of the
         Servicer taken as a whole or (z) the legality, validity or
         enforceability of this Agreement;

                  (iv) The Servicer is a HUD approved mortgagee pursuant to
         Section 203 and Section 211 of the National Housing Act. No event has
         occurred, including but not limited


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<PAGE>



         to a change in insurance coverage, that would make the Servicer unable
         to comply with HUD eligibility requirements or that would require
         notification to HUD;

                  (v) The Servicer does not believe, nor does it have any reason
         or cause to believe, that it cannot perform each and every covenant
         made by it and contained in this Agreement;

                  (vi) No litigation is pending against the Servicer that would
         materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Servicer to
         service the Mortgage Loans or to perform any of its other obligations
         hereunder in accordance with the terms hereof;

                  (vii) There are no actions or proceedings against, or
         investigations known to it of, the Servicer before any court,
         administrative or other tribunal (A) that might prohibit its entering
         into this Agreement, (B) seeking to prevent the consummation of the
         transactions contemplated by this Agreement or (C) that might prohibit
         or materially and adversely affect the performance by the Servicer of
         its obligations under, or the validity or enforceability of, this
         Agreement;

                  (viii) No consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by the Servicer of, or compliance by the
         Servicer with, this Agreement or the consummation by it of the
         transactions contemplated by this Agreement, except for such consents,
         approvals, authorizations or orders, if any, that have been obtained
         prior to the Closing Date;

                  (ix) [reserved];

                  (x) Neither this Agreement nor any information, certificate of
         an officer, statement furnished in writing or report delivered to the
         Trustee or the Trust Administrator by the Servicer in connection with
         the transactions contemplated hereby contains or will contain any
         untrue statement of a material fact;

                  (xi) The Servicer will not waive any Prepayment Charge unless
         it is waived in accordance with the standard set forth in Section 3.01;
         and

                  (xii) With respect to each of the Mortgage Loans, the Servicer
         has fully furnished in accordance with the Fair Credit Reporting Act
         and its implementing regulations, accurate and complete information
         (e.g., favorable and unfavorable) on its borrower credit files to
         Equifax, Experian and Trans Union Credit Information Company or their
         successors (the "Credit Repositories") in a timely manner, and in
         connection therewith, in the case of each Group I Mortgage Loan, the
         Servicer has transmitted full-file credit reporting data for each such
         Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Trust Administrator, the Depositor, the Master Servicer and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
Trustee or the Trust


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<PAGE>



Administrator of a breach of any of the foregoing representations, warranties
and covenants which materially and adversely affects the value of any Mortgage
Loan, Prepayment Charge or the interests therein of the Certificateholders, the
party discovering such breach shall give prompt written notice (but in no event
later than two Business Days following such discovery) to the Servicer, the
Trustee and the Trust Administrator. Notwithstanding the foregoing, within 90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of the representation or covenant of the Servicer set
forth in Section 2.05(xi) above which materially and adversely affects the
interests of the Holders of the Class P Certificates in any Prepayment Charge,
the Servicer must pay the amount of such waived Prepayment Charge, for the
benefit of the holders of the Class P Certificates, by depositing such amount
into the Collection Account. The foregoing shall not, however, limit any
remedies available to the Certificateholders, the Depositor or the Trustee or
the Trust Administrator on behalf of the Certificateholders, pursuant to the
Mortgage Loan Purchase Agreement respecting a breach of the representations,
warranties and covenants of the Originator made in its capacity as a party to
the Mortgage Loan Purchase Agreement.

                  SECTION 2.06. Representations and Warranties of the Depositor.

                  The Depositor represents and warrants to the Trust, the
Trustee and the Trust Administrator on behalf of the Certificateholders as
follows:

                  (i) This agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms, except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws now or hereafter in effect affecting the enforcement of
         creditors' rights in general and except as such enforceability may be
         limited by general principles of equity (whether considered in a
         proceeding at law or in equity);

                   (ii) Immediately prior to the sale and assignment by the
         Depositor to the Trustee on behalf of the Trust of each Mortgage Loan,
         the Depositor had good and marketable title to each Mortgage Loan
         (insofar as such title was conveyed to it by the Originator) subject to
         no prior lien, claim, participation interest, mortgage, security
         interest, pledge, charge or other encumbrance or other interest of any
         nature;

                  (iii) As of the Closing Date, the Depositor has transferred
         all right, title and interest in the Mortgage Loans to the Trustee on
         behalf of the Trust;

                  (iv) The Depositor has not transferred the Mortgage Loans to
         the Trustee on behalf of the Trust with any intent to hinder, delay or
         defraud any of its creditors;

                  (v) The Depositor has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of Delaware,
         with full corporate power and authority to own its assets and conduct
         its business as presently being conducted;

                  (vi) The Depositor is not in violation of its articles of
         incorporation or by-laws or in default in the performance or observance
         of any material obligation, agreement, covenant or condition contained
         in any contract, indenture, mortgage, loan agreement, note, lease or


                                       63

<PAGE>



         other instrument to which the Depositor is a party or by which it or
         its properties may be bound, which default might result in any material
         adverse changes in the financial condition, earnings, affairs or
         business of the Depositor or which might materially and adversely
         affect the properties or assets, taken as a whole, of the Depositor;

                  (vii) The execution, delivery and performance of this
         Agreement by the Depositor, and the consummation of the transactions
         contemplated thereby, do not and will not result in a material breach
         or violation of any of the terms or provisions of, or, to the knowledge
         of the Depositor, constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Depositor is a party or by which the Depositor is bound or to which
         any of the property or assets of the Depositor is subject, nor will
         such actions result in any violation of the provisions of the articles
         of incorporation or by-laws of the Depositor or, to the best of the
         Depositor's knowledge without independent investigation, any statute or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Depositor or any of its properties or
         assets (except for such conflicts, breaches, violations and defaults as
         would not have a material adverse effect on the ability of the
         Depositor to perform its obligations under this Agreement);

                  (viii) To the best of the Depositor's knowledge without any
         independent investigation, no consent, approval, authorization, order,
         registration or qualification of or with any court or governmental
         agency or body of the United States or any other jurisdiction is
         required for the issuance of the Certificates, or the consummation by
         the Depositor of the other transactions contemplated by this Agreement,
         except such consents, approvals, authorizations, registrations or
         qualifications as (a) may be required under State securities or Blue
         Sky laws, (b) have been previously obtained or (c) the failure of which
         to obtain would not have a material adverse effect on the performance
         by the Depositor of its obligations under, or the validity or
         enforceability of, this Agreement; and

                  (ix) There are no actions, proceedings or investigations
         pending before or, to the Depositor's knowledge, threatened by any
         court, administrative agency or other tribunal to which the Depositor
         is a party or of which any of its properties is the subject: (a) which
         if determined adversely to the Depositor would have a material adverse
         effect on the business, results of operations or financial condition of
         the Depositor; (b) asserting the invalidity of this Agreement or the
         Certificates; (c) seeking to prevent the issuance of the Certificates
         or the consummation by the Depositor of any of the transactions
         contemplated by this Agreement, as the case may be; or (d) which might
         materially and adversely affect the performance by the Depositor of its
         obligations under, or the validity or enforceability of, this
         Agreement.

                  SECTION 2.07. Issuance of Certificates.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Sections 2.01 and 2.02, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trust Administrator, pursuant to the written request of the Depositor executed
by an officer of the


                                       64

<PAGE>



Depositor, has executed, authenticated and delivered to or upon the order of the
Depositor, the Certificates in authorized denominations. The interests evidenced
by the Certificates constitute the entire beneficial ownership interest in the
Trust Fund.

                  SECTION 2.08. [Reserved].

                  SECTION 2.09. Acceptance of REMIC 1 and REMIC 2 by the
                                Trustee; Conveyance of REMIC 1 Regular
                                Interests; Issuance of Certificates.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the assets described in the definition of REMIC 1 for the
benefit of the holders of the REMIC 1 Regular Interests (which are
uncertificated) and the Class R Certificates (in respect of the Class R-1
Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests
(which are uncertificated) and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC 1 Regular
Interests and the Class R Certificates (in respect of the Class R-1 Interest).
The interests evidenced by the Class R-1 Interest, together with the REMIC 1
Regular Interests, constitute the entire beneficial ownership interest in REMIC
1.

                  (b) The Depositor concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests (which are uncertificated) for the
benefit of the Holders of the Regular Certificates and the Class R Certificates
(in respect of the Class R-2 Interest). The interests evidenced by the Class R-2
Interest, together with the Regular Certificates constitute the entire
beneficial ownership interest in REMIC 2.

                  (c) In exchange for the REMIC 1 Regular Interests and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trust
Administrator has executed, authenticated and delivered to or upon the order of
the Depositor, the Regular Certificates in authorized denominations, which
Certificates, together with the Class R Certificates (in respect of the Class
R-2 Interest), evidence the entire beneficial ownership interest in REMIC 2.

                  (d) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC 1 (including the Residual Interest therein represented by the
Class R-1 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section 2.09(a) and (ii) the assignment and
delivery to the Trustee of REMIC 2 (including the Residual Interest therein
represented by the Class R-2 Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.09(b), the Trust Administrator, pursuant to the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Class R Certificates (evidencing the Class R-1 Interest and the Class R-2
Interest) in authorized denominations.




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Servicer to Act as Servicer.

                  The Servicer shall service and administer the Mortgage Loans
on behalf of the Trust and in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment) in
accordance with the terms of this Agreement and the Mortgage Loans and, to the
extent consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of mortgage lenders
and loan servicers administering similar mortgage loans but without regard to:

                  (i) any relationship that the Servicer, any Sub-Servicer or
         any Affiliate of the Servicer or any Sub-Servicer may have with the
         related Mortgagor;

                  (ii) the ownership or non-ownership of any Certificate by the
         Servicer or any Affiliate of the Servicer;

                  (iii) the Servicer's obligation to make Advances or Servicing
         Advances; or

                  (iv) the Servicer's or any Sub-Servicer's right to receive
         compensation for its services hereunder or with respect to any
         particular transaction.

                  To the extent consistent with the foregoing, the Servicer (a)
shall seek the timely and complete recovery of principal and interest on the
Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a
Prepayment Charge only under the following circumstances: (i) such waiver is
standard and customary in servicing similar Mortgage Loans and (ii) either (A)
such waiver relates to a default or a reasonably foreseeable default and would,
in the reasonable judgment of the Servicer, maximize recovery of total proceeds
taking into account the value of such Prepayment Charge and the related Mortgage
Loan or (B) the collection of such Prepayment Charge is prohibited by applicable
law. If a Prepayment Charge is waived other than as permitted by meeting the
standards described in clauses (i) and (ii) above, then as a remedy for the
breach of such covenant, the Servicer shall pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
by depositing such amount into the Collection Account together with and at the
time that the amount prepaid on the related Mortgage Loan is required to be
deposited into the Collection Account. Notwithstanding any of the foregoing, and
notwithstanding any state or federal law or provision of this Agreement
permitting otherwise, the Servicer shall not require the payment of any
Prepayment Charge in any instance in which the mortgage debt is accelerated as
the result of the borrower's default in making required payments on such
Mortgage Loan, and no Servicer Prepayment Charge Payment Amount shall be payable
in connection with any noncollection of any Prepayment Charge in any such
instance. Notwithstanding any other provisions of this Agreement, any payments
made by the Servicer in respect of any Prepayment Charges waived other than as
permitted hereunder shall be deemed to be paid outside of any REMIC.


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                  Subject only to the above-described servicing standards and
the terms of this Agreement and of the Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. The Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, within 15 days of
the Closing Date, the Trustee shall execute, at the written request of the
Servicer, and furnish to the Servicer and any Sub-Servicer a limited power of
attorney in the form of Exhibit I, executed by each payee or last endorsee, as
applicable, of each of the Mortgage Notes and each mortgagee or last assignee,
as applicable, of each of the Mortgages and other documents necessary or
appropriate to enable the Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder; provided, such limited powers of
attorney or other documents shall be prepared by the Servicer and submitted to
the Trustee for execution. The Trustee shall not be liable for the actions of
the Servicer or any Sub-Servicers under such powers of attorney.

                  The Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name,
when the Servicer believes it is appropriate in its best judgment to register
any Mortgage Loan on the MERS(R) System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R) System, to execute and deliver,
on behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee
for the Trustee and its successors and assigns. Any reasonable expenses incurred
in connection with the actions described in the preceding sentence or as a
result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R) System, shall be subject to withdrawal by the
Servicer from the Collection Account.

                  Subject to Section 3.09 hereof, in accordance with the
standards of this Section 3.01, the Servicer, on escrowed accounts, shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the payment of taxes and assessments on the Mortgaged Properties, which advances
shall be Servicing Advances reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the payment of taxes and assessments on a Mortgaged Property shall
not, for the purpose of calculating distributions to Certificateholders, be
added to the unpaid Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.


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<PAGE>



                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 5.04) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the Principal Balance (except for reductions resulting
from actual payments of principal) or change the final maturity date on such
Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (B) cause any REMIC created
hereunder to fail to qualify as a REMIC under the Code or the imposition of any
tax on "prohibited transactions" or "contributions after the startup date" under
the REMIC Provisions.

                  With respect to each of the Mortgage Loans, the Servicer shall
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Union Credit
Information Company or their successors (the "Credit Repositories") in a timely
manner, and in connection therewith, in the case of each Group I Mortgage Loan,
the Servicer shall transmit full-file credit reporting data for each such
Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and shall report
one of the following statuses each month as follows: new origination, current,
delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

                  SECTION 3.02. Sub-Servicing Agreements Between Servicer and
                                Sub-Servicers.

                  (a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans;
provided, however, that such agreements would not result in a withdrawal,
qualification or a downgrading by any Rating Agency of the rating on any Class
of Certificates. The Trustee and the Trust Administrator are hereby authorized
to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement that
meets the requirements applicable to Sub-Servicing Agreements set forth in this
Agreement and that is otherwise permitted under this Agreement. No such
acknowledgment shall be deemed to imply that either the Trustee or the Trust
Administrator has consented to any such Sub-Servicing Agreement, has passed upon
whether such Sub-Servicing Agreement meets the requirements applicable to Sub-
Servicing Agreements set forth in this Agreement or has passed upon whether such
Sub-Servicing Agreement is otherwise permitted under this Agreement.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into and make


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<PAGE>



amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this
Agreement, and that no such amendment or different form shall be made or entered
into which could be reasonably expected to be materially adverse to the
interests of the Certificateholders without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights; provided, further,
that the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights shall not be required (i) to cure any ambiguity or defect in a
Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of
a Sub- Servicing Agreement, or (iii) to make any other provisions with respect
to matters or questions arising under a Sub-Servicing Agreement, which, in each
case, shall not be inconsistent with the provisions of this Agreement. Any
variation without the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights from the provisions set forth in Section 3.08
relating to insurance or priority requirements of Sub-Servicing Accounts, or
credits and charges to the Sub- Servicing Accounts or the timing and amount of
remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Servicer shall
deliver to the Trustee, the Master Servicer and the Trust Administrator copies
of all Sub-Servicing Agreements, and any amendments or modifications thereof,
promptly upon the Servicer's execution and delivery of such instruments.

                  (b) As part of its servicing activities hereunder, the
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement and (except as otherwise provided in Section 2.01) of the Originator
under the Mortgage Loan Purchase Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Sub-Servicing Agreement, or to purchase a Mortgage Loan on account of missing or
defective documentation or on account of a breach of a representation, warranty
or covenant, as described in Section 2.01 and Section 2.03(a). Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans,
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Except as otherwise
provided in Section 2.01, enforcement of the Mortgage Loan Purchase Agreement
against the Originator shall be effected by the Servicer to the extent it is not
the Originator and otherwise by the Trustee in accordance with the foregoing
provisions of this paragraph.

                  SECTION 3.03. Successor Sub-Servicers.

                  The Servicer shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all
servicing obligations of such Sub-Servicer shall be assumed simultaneously by
the Servicer without any act or deed on the part of such Sub-Servicer or the
Servicer, and the Servicer


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<PAGE>



either shall service directly the related Mortgage Loans or shall enter into a
Sub- Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 3.02.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Servicer, (or by the Master
Servicer, the Trust Administrator or the Trustee, if such party is acting as
successor Servicer, or by another successor Servicer appointed pursuant to
Section 8.02) without fee, in accordance with the terms of this Agreement, in
the event that the Servicer that was a party to such Sub-Servicing Agreement
shall, for any reason, no longer be the Servicer (including termination due to a
Servicer Event of Termination).

                  SECTION 3.04. Liability of the Servicer.

                  Notwithstanding any Sub-Servicing Agreement or the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Servicer shall remain obligated and primarily liable to the
Trustee, the Master Servicer, the Trust Administrator and the Certificateholders
for the servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  SECTION 3.05. No Contractual Relationship Between
                                Sub-Servicers and the Trustee, the Trust
                                Administrator or Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and none of the Trustee, the Master Servicer, the Trust
Administrator or Certificateholders shall be deemed parties thereto and none of
the Trustee, the Master Servicer, the Trust Administrator or Certificateholders
shall have any claims, rights, obligations, duties or liabilities with respect
to the Sub-Servicer except as set forth in Section 3.06. The Servicer shall be
solely liable for all fees owed by it to any Sub-Servicer, irrespective of
whether the Servicer's compensation pursuant to this Agreement is sufficient to
pay such fees.

                  SECTION 3.06. Assumption or Termination of Sub-Servicing
                                Agreements by Trust Administrator or Trustee.

                  In the event the Servicer shall for any reason no longer be
the servicer (including by reason of the occurrence of a Servicer Event of
Termination), the successor Servicer ( which may be the Master Servicer or the
Trustee) may thereupon assume all of the rights and obligations of the Servicer
under each Sub-Servicing Agreement that the Servicer may have entered into, or
may terminate any Sub-Servicing Agreement in accordance with its terms as
provided in Section 3.03. Upon such assumption, the successor Servicer shall be
deemed, subject to Section 3.03, to have assumed all of the departing Servicer's
interest therein and to have replaced the departing Servicer


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as a party to each Sub-Servicing Agreement to the same extent as if each
Sub-Servicing Agreement had been assigned to the assuming party, except that (i)
the departing Servicer shall not thereby be relieved of any liability or
obligations under any Sub-Servicing Agreement that arose before it ceased to be
the Servicer and (ii) No successor Servicer shall be deemed to have assumed any
liability or obligation of the Servicer that arose before it ceased to be the
Servicer.

                  The Servicer at its expense shall, upon request of the Master
Servicer or the Trustee, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on behalf of it,
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub-Servicing Agreements to the assuming party. All applicable Servicing
Transfer Costs shall be paid by the predecessor Servicer upon presentation of
reasonable documentation of such costs, and if such predecessor Servicer
defaults in its obligation to pay such costs, such costs shall be paid by the
successor Servicer or the Master Servicer (in which case the successor Servicer
or the Master Servicer, as applicable, shall be entitled to reimbursement
therefor from the assets of the Trust).

                  SECTION 3.07. Collection of Certain Mortgage Loan Payments.

                  The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or, if applicable, any penalty interest, or (ii) extend the due dates for
the Monthly Payments due on a Mortgage Note for a period of not greater than 180
days; provided, however, that any extension pursuant to clause (ii) above shall
not affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 5.04
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangement. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may also waive, modify
or vary any term of such Mortgage Loan (including modifications that would
change the Mortgage Rate, forgive the payment of principal or interest or extend
the final maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor
(any and all such waivers, modifications, variances, forgiveness of principal or
interest, postponements, or indulgences collectively referred to herein as
"forbearance"). The Servicer's analysis supporting any forbearance and the
conclusion that any forbearance meets the standards of Section 3.01 shall be
reflected in writing in the Mortgage File.

                  SECTION 3.08. Sub-Servicing Accounts.



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<PAGE>



                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Sub-Servicer's receipt thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.

                  SECTION 3.09. Collection of Taxes, Assessments and Similar
                                Items; Servicing Accounts.

                  The Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Servicing Accounts"),
into which all Escrow Payments shall be deposited and retained. Servicing
Accounts shall be Eligible Accounts. The Servicer shall deposit in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer's receipt
thereof, all Escrow Payments collected on account of the Mortgage Loans and
shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no
event more than two Business Days after the receipt of such Escrow Payments, all
Escrow Payments collected on account of the Mortgage Loans for the purpose of
effecting the payment of any such items as required under the terms of this
Agreement. Withdrawals of amounts from a Servicing Account may be made only to
(i) effect payment of taxes, assessments, hazard insurance premiums, and
comparable items in a manner and at a time that assures that the lien priority
of the Mortgage is not jeopardized (or, with respect to the payment of taxes, in
a manner and at a time that avoids the loss of the Mortgaged Property due to a
tax sale or the foreclosure as a result of a tax lien); (ii) reimburse the
Servicer (or a Sub-Servicer to the extent provided in the related Sub- Servicing
Agreement) out of related collections for any Servicing Advances made pursuant
to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with
respect to hazard insurance); (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest, if required and as described
below, to Mortgagors on balances in the Servicing Account; or (v) clear and
terminate the Servicing Account at the termination of the Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article X. In the event the Servicer shall deposit in a
Servicing Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Servicing Account, any provision herein to
the contrary notwithstanding. The Servicer will be responsible for the
administration of the Servicing Accounts and will be obligated to make Servicing
Advances to such accounts when and as necessary to avoid the lapse of insurance
coverage on the Mortgaged Property, or which the Servicer knows, or in the
exercise of the required standard of care of the Servicer


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<PAGE>



hereunder should know, is necessary to avoid the loss of the Mortgaged Property
due to a tax sale or the foreclosure as a result of a tax lien. If any such
payment has not been made and the Servicer receives notice of a tax lien with
respect to the Mortgage being imposed, the Servicer will, promptly and to the
extent required to avoid loss of the Mortgaged Property, advance or cause to be
advanced funds necessary to discharge such lien on the Mortgaged Property. As
part of its servicing duties, the Servicer or Sub-Servicers shall pay to the
Mortgagors interest on funds in the Servicing Accounts, to the extent required
by law and, to the extent that interest earned on funds in the Servicing
Accounts is insufficient, to pay such interest from its or their own funds,
without any reimbursement therefor. The Servicer may pay to itself any excess
interest on funds in the Servicing Accounts, to the extent such action is in
conformity with the servicing standard set forth in Section 3.01, is permitted
by law and such amounts are not required to be paid to Mortgagors or used for
any of the other purposes set forth above.

                  SECTION 3.10. Collection Account and Distribution Account.

                  (a) On behalf of the Trust Fund, the Servicer shall establish
         and maintain, or cause to be established and maintained, one or more
         accounts (such account or accounts, the "Collection Account"), held in
         trust for the benefit of the Trustee and the Certificateholders. On
         behalf of the Trust Fund, the Servicer shall deposit or cause to be
         deposited in the clearing account in which it customarily deposits
         payments and collections on mortgage loans in connection with its
         mortgage loan servicing activities on a daily basis, and in no event
         more than one Business Day after the Servicer's receipt thereof, and
         shall thereafter deposit in the Collection Account, in no event more
         than two Business Days after the Servicer's receipt thereof, as and
         when received or as otherwise required hereunder, the following
         payments and collections received or made by it subsequent to the
         Cut-off Date (other than in respect of principal or interest on the
         Mortgage Loans due on or before the Cut-off Date) or payments (other
         than Principal Prepayments) received by it on or prior to the Cut-off
         Date but allocable to a Due Period subsequent thereto:

                  (i) all payments on account of principal, including Principal
         Prepayments (but not Prepayment Charges), on the Mortgage Loans;

                  (ii) all payments on account of interest (net of the related
         Servicing Fee) on each Mortgage Loan;

                  (iii) all Insurance Proceeds and Liquidation Proceeds,
         Subsequent Recoveries and condemnation proceeds (other than proceeds
         collected in respect of any particular REO Property and amounts paid in
         connection with a purchase of Mortgage Loans and REO Properties
         pursuant to Section 11.01);

                  (iv) any amounts required to be deposited pursuant to Section
         3.12 in connection with any losses realized on Permitted Investments
         with respect to funds held in the Collection Account;

                  (v) any amounts required to be deposited by the Servicer
         pursuant to the second paragraph of Section 3.14(a) in respect of any
         blanket policy deductibles;



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                  (vi) all proceeds of any Mortgage Loan repurchased or
         purchased in accordance with Section 2.03 or Section 11.01;

                  (vii) all amounts required to be deposited in connection with
         Substitution Adjustments pursuant to Section 2.03;

                  (viii) all Prepayment Charges collected by the Servicer and
         any Servicer Prepayment Charge Payment Amounts in connection with the
         Principal Prepayment of any of the Mortgage Loans; and

                  (ix) [reserved].

                  The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of Servicing
Fees, late payment charges, assumption fees, insufficient funds charges and
ancillary income (other than Prepayment Charges) need not be deposited by the
Servicer in the Collection Account and may be retained by the Servicer as
additional compensation. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

                  (b) On behalf of the Trust Fund, the Trust Administrator shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to
the Trust Administrator in immediately available funds for deposit in the
Distribution Account on or before 2:00 p.m. New York time (i) on the Servicer
Remittance Date, that portion of the Available Funds (calculated without regard
to the references in the definition thereof to amounts that may be withdrawn
from the Distribution Account) for the related Distribution Date then on deposit
in the Collection Account, the amount of all Prepayment Charges collected during
the applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans then on deposit in the Collection Account and (ii) on each
Business Day as of the commencement of which the balance on deposit in the
Collection Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of "Eligible Account." If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business Day
and the Collection Account constitutes an Eligible Account solely pursuant to
clause (ii) of the definition of "Eligible Account," the Servicer shall, on or
before 2:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Servicer,
the Trustee, the Trust Administrator or any Sub-Servicer pursuant to Section
3.11 and shall pay such amounts to the Persons entitled thereto.

                  With respect to any remittance from the Servicer received by
the Trust Administrator after the Business Day on which such remittance was due
from the Servicer, the Servicer shall pay to the Trust Administrator interest on
the amount of such late remittance in an amount equal to the yield that would
have been earned had the amount of such late remittance been invested in


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investments of the type described in clause (ii) of the definition of Permitted
Investments, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be paid by the Servicer to the Trust
Administrator on the date such late remittance is made and shall cover the
period commencing with the Business Day on which such remittance was due and
ending with the day immediately preceding the day on which such remittance is
made, both inclusive. The payment by the Servicer of any such interest shall not
be deemed an extension of time for payment or a waiver of any Servicer Event of
Termination.

                  (c) Funds in the Collection Account and the Distribution
         Account may be invested in Permitted Investments in accordance with the
         provisions set forth in Section 3.12. The Servicer shall give written
         notice to the Trustee and the Master Servicer of the location of the
         Collection Account maintained by it when established and prior to any
         change thereof. The Trust Administrator shall give notice to the
         Servicer and the Depositor of the location of the Distribution Account
         when established and prior to any change thereof.

                  (d) Funds held in the Collection Account at any time may be
         delivered by the Servicer to the Trust Administrator for deposit in an
         account (which may be the Distribution Account and must satisfy the
         standards for the Distribution Account as set forth in the definition
         thereof) and for all purposes of this Agreement shall be deemed to be a
         part of the Collection Account; provided, however, that the Trust
         Administrator shall have the sole authority to withdraw any funds held
         pursuant to this subsection (d). In the event the Servicer shall
         deliver to the Trust Administrator for deposit in the Distribution
         Account any amount not required to be deposited therein, it may at any
         time request that the Trust Administrator withdraw such amount from the
         Distribution Account and remit to it any such amount, any provision
         herein to the contrary notwithstanding. In addition, the Servicer, with
         respect to items (i) through (v) below, shall deliver to the Trust
         Administrator from time to time for deposit, and the Trust
         Administrator, with respect to items (i) through (v) below, shall so
         deposit, in the Distribution Account:

                  (i) any Advances, as required pursuant to Section 5.04;

                  (ii) any amounts required to be deposited pursuant to Section
         3.24(d) or (f) in connection with any REO Property;

                  (iii) any amounts to be paid in connection with a purchase of
         Mortgage Loans and REO Properties pursuant to Section 11.01;

                  (iv) any Compensating Interest to be deposited pursuant to
         Section 3.25 in connection with any Prepayment Interest Shortfall; and

                  (v) any amounts required to be paid to the Trustee, the
         Custodian, the Master Servicer, the Depositor or the Trust
         Administrator pursuant to the Agreement, including but not limited to
         funds required to be paid pursuant to Section 3.06, Section 7.03,
         Section 8.02 and Section 9.05;

                  SECTION 3.11. Withdrawals from the Collection Account and
                                Distribution Account.


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                  (a) The Servicer shall, from time to time, make withdrawals
         from the Collection Account for any of the following purposes or as
         described in Section 5.04:

                  (i) to remit to the Trust Administrator for deposit in the
         Distribution Account the amounts required to be so remitted pursuant to
         Section 3.10(b) or permitted to be so remitted pursuant to the first
         sentence of Section 3.10(d);

                  (ii) subject to Section 3.16(d), to reimburse the Servicer for
         (a) any unreimbursed Advances to the extent of amounts received which
         represent Late Collections (net of the related Servicing Fees),
         Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with
         respect to which such Advances were made in accordance with the
         provisions of Section 5.04; or (b) any unreimbursed Advances with
         respect to the final liquidation of a Mortgage Loan that are
         Nonrecoverable Advances, but only to the extent that Late Collections,
         Liquidation Proceeds and Insurance Proceeds received with respect to
         such Mortgage Loan are insufficient to reimburse the Servicer for such
         unreimbursed Advances.

                  (iii) subject to Section 3.16(d), to pay the Servicer or any
         Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed
         Servicing Advances with respect to each Mortgage Loan, but only to the
         extent of any Late Collections, Liquidation Proceeds and Insurance
         Proceeds received with respect to such Mortgage Loan, and (c) any
         Servicing Advances made with respect to a Mortgage Loan that, upon a
         Final Recovery Determination with respect to such Mortgage Loan are
         Nonrecoverable Advances, but only to the extent that Late Collections,
         Liquidation Proceeds, Insurance Proceeds and condemnation proceeds
         received with respect to such Mortgage Loan are insufficient to
         reimburse the Servicer or any Sub-Servicer for Servicing Advances;

                  (iv) to pay to the Servicer as servicing compensation (in
         addition to the Servicing Fee) on the Servicer Remittance Date any
         interest or investment income earned on funds deposited in the
         Collection Account;

                  (v) to pay the Originator with respect to each Mortgage Loan
         that has previously been purchased or replaced pursuant to Section 2.03
         all amounts received thereon subsequent to the date of purchase or
         substitution;

                  (vi) to reimburse the Servicer for any Advance or Servicing
         Advance previously made which the Servicer has determined to be a
         Nonrecoverable Advance in accordance with the provisions of Section
         5.04;

                  (vii) to pay, or to reimburse the Servicer for Servicing
         Advances in respect of, expenses incurred in connection with any
         Mortgage Loan pursuant to Section 3.16(b);

                  (viii) to reimburse the Servicer for expenses incurred by or
         reimbursable to the Servicer pursuant to Section 7.03;

                  (ix) [reserved];



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                  (x) [reserved];

                  (xi) [reserved]; and

                  (xii) to clear and terminate the Collection Account pursuant
to Section 11.01.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The
Servicer shall provide written notification to the Trustee and the Trust
Administrator, on or prior to the next succeeding Servicer Remittance Date, upon
making any withdrawals from the Collection Account pursuant to subclause (vi)
above; provided that an Officers' Certificate in the form described under
Section 5.04(d) shall suffice for such written notification to the Trustee or
Trust Administrator in respect hereof.

                  (b) The Trust Administrator shall, from time to time, make
         withdrawals from the Distribution Account, for any of the following
         purposes, without priority:

                  (i) to make distributions in accordance with Section 5.01;

                  (ii) to pay the Master Servicing Fee to the Master Servicer
         pursuant to Section 4.14;

                  (iii) to pay any amounts in respect of taxes pursuant to
         Section 10.01(g);

                  (iv) to clear and terminate the Distribution Account pursuant
         to Section 11.01;

                  (v) to pay any amounts required to be paid to the Trustee, the
         Custodian, the Master Servicer, the Depositor or the Trust
         Administrator pursuant to this Agreement, including but not limited to
         funds required to be paid pursuant to Section 3.06, Section 7.03,
         Section 8.02 and Section 9.05;

                  (vi) to pay to the Trust Administrator, any interest or
         investment income earned on funds deposited in the Distribution
         Account; and

                  (vii) [reserved].

                  SECTION 3.12. Investment of Funds in the Collection Account
                                and the Distribution Account.



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                  (a) The Servicer may direct any depository institution
         maintaining the Collection Account to invest the funds on deposit in
         such account, and the Trust Administrator may direct any depository
         institution maintaining the Distribution Account to invest the funds on
         deposit in such account or to hold such funds uninvested (each such
         account, for the purposes of this Section 3.12, an "Investment
         Account"). All investments pursuant to this Section 3.12 shall be in
         one or more Permitted Investments bearing interest or sold at a
         discount, and maturing, unless payable on demand, (i) no later than the
         Business Day immediately preceding the date on which such funds are
         required to be withdrawn from such account pursuant to this Agreement,
         if a Person other than the Trust Administrator is the obligor thereon
         or if such investment is managed or advised by a Person other than the
         Trust Administrator or an Affiliate of the Trust Administrator, and
         (ii) no later than the date on which such funds are required to be
         withdrawn from such account pursuant to this Agreement, if the Trust
         Administrator is the obligor thereon or if such investment is managed
         or advised by the Trust Administrator or any Affiliate. All such
         Permitted Investments shall be held to maturity, unless payable on
         demand. Any investment of funds in an Investment Account shall be made
         in the name of the Trust Administrator (in its capacity as such), or in
         the name of a nominee of the Trust Administrator. The Trust
         Administrator shall be entitled to sole possession (except with respect
         to investment direction of funds held in the Collection Account and any
         income and gain realized thereon) over each such investment, and any
         certificate or other instrument evidencing any such investment shall be
         delivered directly to the Trust Administrator or its agent, together
         with any document of transfer necessary to transfer title to such
         investment to the Trust Administrator or its nominee. In the event
         amounts on deposit in an Investment Account are at any time invested in
         a Permitted Investment payable on demand, the Trust Administrator
         shall:

                  (x) consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts then payable thereunder and (2) the
         amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
         determination by a Responsible Officer of the Trust Administrator that
         such Permitted Investment would not constitute a Permitted Investment
         in respect of funds thereafter on deposit in the Investment Account.

                  (b) All income and gain realized from the investment of funds
         deposited in the Collection Account and any REO Account held by or on
         behalf of the Servicer shall be for the benefit of the Servicer and
         shall be subject to its withdrawal in accordance with Section 3.11 or
         Section 3.24, as applicable. The Servicer shall deposit in the
         Collection Account or any REO Account, as applicable, the amount of any
         loss of principal incurred in respect of any such Permitted Investment
         made with funds in such Account immediately upon realization of such
         loss.

                  (c) All income and gain realized from the investment of funds
         deposited in the Distribution Account shall be for the benefit of the
         Trust Administrator. The Trust Administrator shall deposit in the
         Distribution Account the amount of any loss of principal incurred in
         respect of any such Permitted Investment made with funds in such
         Account immediately upon realization of such loss. Notwithstanding the
         foregoing, the Trust Administrator may at its discretion, and without
         liability, hold the funds in the Distribution Account uninvested.


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                  (d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trust Administrator may and, subject to Section 9.01
and Section 9.02(a)(v), upon the request of the Holders of Certificates
representing more than 50% of the Voting Rights allocated to any Class of
Certificates, shall take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
proceedings.

                  SECTION 3.13. [Reserved].

                  SECTION 3.14. Maintenance of Hazard Insurance and Errors and
                                Omissions and Fidelity Coverage.

                  (a) The Servicer shall cause to be maintained for each
Mortgage Loan hazard insurance with extended coverage on the Mortgaged Property
in an amount which is at least equal to the least of (i) the current Principal
Balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for
any damage or loss to the improvements that are a part of such property on a
replacement cost basis, in each case in an amount not less than such amount as
is necessary to avoid the application of any coinsurance clause contained in the
related hazard insurance policy and (iii) the maximum insurable value of the
improvements which are a part of such Mortgaged Property. The Servicer shall
also cause to be maintained hazard insurance with extended coverage on each REO
Property in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements which are a part of such property and (ii)
the outstanding Principal Balance of the related Mortgage Loan at the time it
became an REO Property. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any
such hazard policies. Any amounts to be collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Servicer would follow in
servicing loans held for its own account, subject to the terms and conditions of
the related Mortgage and Mortgage Note) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.24, if received in respect of an REO Property. Any cost incurred by
the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
Principal Balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require any Mortgagor to obtain such additional insurance. If
the Mortgaged Property or REO Property is at any time in an area identified in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards and flood insurance has been made available, the Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid
Principal Balance of the related Mortgage Loan and (ii) the maximum amount of
such insurance available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).



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                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of B:VI or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.14, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy.

                  (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Servicer's obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
in the form and amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the Servicer has obtained a waiver of such requirements from Fannie
Mae or Freddie Mac. The Servicer shall be deemed to have complied with this
provision if an Affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Servicer. Any such errors
and omissions policy and fidelity bond shall by its terms not be cancelable
without thirty days' prior written notice to the Trustee and the Trust
Administrator. Upon request of the Trustee or its designee, the Servicer shall
cause to be delivered to the Trustee or its designee a certified true copy of
such Fidelity Bond or a certificate evidencing the same. The Servicer shall also
cause each Sub-Servicer to maintain a policy of insurance covering errors and
omissions and a fidelity bond which would meet such requirements.

                  SECTION 3.15. Enforcement of Due-On-Sale Clauses; Assumption
                                Agreements.

                  The Servicer will, to the extent it has actual knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note and/or
the Mortgage), exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause, if any, applicable thereto; provided,
however, that the Servicer shall not be required to take such action if in its
sole business judgment the Servicer believes it is not in the best interests of
the Trust Fund and shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent permitted


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by applicable state law, the Mortgagor remains liable thereon. The Servicer is
also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Servicer and has a credit risk
rating at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply such underwriting standards
and follow such practices and procedures as shall be normal and usual in its
general mortgage servicing activities and as it applies to other mortgage loans
owned solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected by
the Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Monthly Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Trustee the executed original of such
substitution, modification or assumption agreement, which document shall be
added to the related Mortgage File and shall, for all purposes, be considered a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.15, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                  SECTION 3.16. Realization Upon Defaulted Mortgage Loans.

                  (a) The Servicer shall use its best efforts, consistent with
the servicing standards set forth in Section 3.01, to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. The Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such
costs and expenses will be recoverable as Servicing Advances by the Servicer as
contemplated in Section 3.11(a) and Section 3.24. The foregoing is subject to
the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan after reimbursement to itself for such
expenses.

                  (b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, with respect to any Mortgage Loan
as to which the Servicer has


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received actual notice of, or has actual knowledge of, the presence of any toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee or any other party hereto, the Trust Fund or the
Certificateholders, either (i) obtain title to such Mortgaged Property as a
result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire
possession of, or take any other action with respect to, such Mortgaged
Property, if, as a result of any such action, the Trustee or any other party
hereto, the Trust Fund or the Certificateholders would be considered to hold
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:

                  (1) such Mortgaged Property is in compliance with applicable
         environmental laws or, if not, that it would be in the best economic
         interest of the Trust Fund to take such actions as are necessary to
         bring the Mortgaged Property into compliance therewith; and

                  (2) there are no circumstances present at such Mortgaged
         Property relating to the use, management or disposal of any hazardous
         substances, hazardous materials, hazardous wastes, or petroleum-based
         materials for which investigation, testing, monitoring, containment,
         clean-up or remediation could be required under any federal, state or
         local law or regulation, or that if any such materials are present for
         which such action could be required, that it would be in the best
         economic interest of the Trust Fund to take such actions with respect
         to the affected Mortgaged Property.

                  The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  For the purposes of this Section 3.16(b), actual notice and
actual knowledge of the Servicer means notice to the Servicer in the manner
provided in Article XII or actual knowledge of an officer of the Servicer
involved in, or responsible for, the administration and servicing of Mortgage
Loans. Actual knowledge of the Servicer does not include knowledge imputable by
virtue of the availability of or accessibility to information relating to
environmental or hazardous waste sites or the locations thereof.

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund; provided that any amounts disbursed by the Servicer
pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to
Section 5.04(d). The cost of any such compliance, containment, clean-up or


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remediation shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  (c) [Reserved]

                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of
any Mortgage Loan, will be applied in the following order of priority: first, to
unpaid Servicing Fees; second, to reimburse the Servicer or any Sub-Servicer for
any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and
Advances pursuant to Section 3.11(a)(ii); third, to accrued and unpaid interest
on the Mortgage Loan, to the date of the Final Recovery Determination, or to the
Due Date prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Final Recovery Determination; and
fourth, as a recovery of principal of the Mortgage Loan. If the amount of the
recovery so allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such recovery will be
allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
second, to the balance of the interest then due and owing. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

                  SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer shall (or, if it does not,
the Master Servicer may) deliver to the Trustee and the Custodian, in written
(with two executed copies) or electronic format, a Request for Release in the
form of Exhibit E hereto (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to
Section 3.10 have been or will be so deposited) signed by a Servicing Officer
(or in a mutually agreeable electronic format that will, in lieu of a signature
on its face, originate from a Servicing Officer) and shall request delivery to
it of the Mortgage File. Upon receipt of such certification and request, the
Trustee shall cause the Custodian to release and send by overnight mail, within
three Business Days, at the expense of the Servicer, the related Mortgage File
to the Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account or the Distribution Account.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall cause the
Custodian, upon any request made by or on behalf of the Servicer and delivery to
the Trustee and the Custodian, in written (with two executed copies) or
electronic format, of a Request for Release in the form of Exhibit E hereto
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer),
to release the related Mortgage File to the Servicer within three Business Days,
and the Trustee shall, at the written direction of the Servicer, execute such
documents


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as shall be necessary to the prosecution of any such proceedings. Such Request
for Release shall obligate the Servicer to return each and every document
previously requested from the Mortgage File to the Custodian when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account or the Mortgage File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered, or caused to be delivered, to
the Trustee and the Custodian an additional Request for Release certifying as to
such liquidation or action or proceedings. Upon the request of the Trustee or
the Custodian, the Servicer shall provide notice to the Trustee or the
Custodian, as the case may be, of the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a Request for Release, in written (with two
executed copies) or electronic format, from a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan
has become an REO Property, the related Mortgage File shall be released by the
Trustee to the Servicer or its designee within three Business Days.

                  (c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Servicer or the Sub-Servicer, as the
case may be, copies of, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the
Trustee and a statement as to the reason such documents or pleadings are
required and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

                  SECTION 3.18. Servicing Compensation.

                  As compensation for the activities of the Servicer hereunder,
the Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 3.25. In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds to the extent permitted by Section
3.11(a)(iii) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.24. The right to receive the
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Servicer's responsibilities and obligations
under this Agreement; provided, however, that the Servicer may pay from the
Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing
Agreement entered into under Section 3.02.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, insufficient funds charges, ancillary income or
otherwise (other than Prepayment Charges)


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shall be retained by the Servicer only to the extent such fees or charges are
received by the Servicer. The Servicer shall also be entitled pursuant to
Section 3.11(a)(iv) to withdraw from the Collection Account and pursuant to
Section 3.24(b) to withdraw from any REO Account, as additional servicing
compensation, interest or other income earned on deposits therein, subject to
Section 3.12 and Section 3.25. The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including premiums for the insurance required by Section 3.14, to the extent
such premiums are not paid by the related Mortgagors or by a Sub-Servicer and
servicing compensation of each Sub-Servicer) and shall not be entitled to
reimbursement therefor except as specifically provided herein.

                  SECTION 3.19. Reports to the Trustee and the Trust
                                Administrator; Collection Account Statements.

                  Not later than twenty days after each Distribution Date, the
Servicer shall forward, upon request, to the Trustee, the Trust Administrator,
the Master Servicer and the Depositor the most current available bank statement
for the Collection Account. Copies of such statement shall be provided by the
Trust Administrator to any Certificateholder and to any Person identified to the
Trust Administrator as a prospective transferee of a Certificate, upon request
at the expense of the requesting party, provided such statement is delivered by
the Servicer to the Trust Administrator.

                  SECTION 3.20. Statement as to Compliance.

                  The Servicer will deliver to the Trustee, the Trust
Administrator, the Master Servicer and the Depositor not later than the 15th day
of March following the end of each fiscal year of the Servicer (which, as of the
Closing Date, ends on the last day of December), commencing in 2005, an
Officers' Certificate (upon which the Master Servicer can conclusively rely in
connection with its obligations under Section 5.06) in the form attached hereto
as Exhibit P-1 stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding year and of performance under
this Agreement has been made under such officers' supervision and (ii) to the
best of such officers' knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the Trust
Administrator as a prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is delivered by the
Servicer to the Trust Administrator.

                  SECTION 3.21. Independent Public Accountants' Servicing
                                Report.

                   Not later than the 15th day of March following the end of
each fiscal year of the Servicer (which, as of the Startup Day, ends on the last
day of December), commencing in 2005, the Servicer, at its expense, shall cause
a nationally recognized firm of independent certified public accountants to
furnish to the Servicer a report stating that (i) it has obtained a letter of
representation regarding certain matters from the management of the Servicer
which includes an assertion that the Servicer has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the


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Mortgage Bankers Association of America, with respect to the servicing of
residential mortgage loans during the most recently completed fiscal year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
residential mortgage loans by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within one year of
such report) with respect to those Sub-Servicers. Immediately upon receipt of
such report, the Servicer shall furnish a copy of such report to the Trustee,
the Trust Administrator, the Master Servicer and each Rating Agency. Copies of
such statement shall be provided by the Trust Administrator to any
Certificateholder upon request at the Servicer's expense, provided that such
statement is delivered by the Servicer to the Trust Administrator.

                  SECTION 3.22. Annual Certification.

                  (a) The Servicer shall deliver to the Master Servicer, on or
before March 15th of each calendar year beginning in 2005 (or, if any such day
is not a Business Day, the immediately preceding Business Day) or such
alternative date reasonably specified by the Master Servicer which shall occur
not earlier than 15 days prior to the date any Form 10-K is required to be filed
with the Commission in connection with the transactions contemplated by this
Agreement, a certification in the form attached hereto as Exhibit N-1. Such
certification shall be signed by the senior officer in charge of servicing of
the Servicer. In addition, the Servicer shall provide such other information
with respect to the Mortgage Loans and the servicing and administration thereof
within the control of the Servicer which shall be required to enable the Master
Servicer to comply with the reporting requirements of the Securities and
Exchange Act of 1934, as amended pursuant to Section 5.06 hereof.

                  (b) The Servicer shall indemnify and hold harmless the Master
Servicer, the Trustee, the Depositor and their respective officers, directors,
agents and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach by the Servicer or any of its
officers, directors, agents or affiliates of its obligations under this Section
3.22 or the Servicer's negligence, bad faith or willful misconduct in connection
therewith. Such indemnity shall survive the termination or resignation of the
parties hereto or the termination of this Agreement. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Master
Servicer, the Trustee and the Depositor, then the Servicer agrees that it shall
contribute to the amount paid or payable by the Master Servicer, the Trustee and
the Depositor as a result of the losses, claims, damages or liabilities of the
Master Servicer, the Trustee and the Depositor in such proportion as is
appropriate to reflect the relative fault of the Master Servicer, the Trustee
and the Depositor on the one hand and the Servicer on the other in connection
with a breach of the Servicer's obligations under this Section 3.22.

                  SECTION 3.23. Access to Certain Documentation.



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                  (a) The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder, the Trustee, the
Master Servicer, the Trust Administrator and to any Person identified to the
Servicer as a prospective transferee of a Certificate, upon reasonable request
during normal business hours at the offices of the Servicer designated by it at
the expense of the Person requesting such access.


                  SECTION 3.24. Title, Management and Disposition of REO
                                Property.

                  (a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. The Servicer, on behalf of REMIC 1, shall sell any REO
Property as soon as practicable and in any event no later than the end of the
third full taxable year after the taxable year in which such REMIC acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or
request from the Internal Revenue Service, no later than 60 days before the day
on which the three-year grace period would otherwise expire, an extension of
such three-year period, unless the Servicer shall have delivered to the Trustee
and the Trust Administrator an Opinion of Counsel, addressed to the Trustee, the
Trust Administrator and the Depositor, to the effect that the holding by the
REMIC of such REO Property subsequent to three years after its acquisition will
not result in the imposition on the REMIC of taxes on "prohibited transactions"
thereof, as defined in Section 860F of the Code, or cause any of the REMICs
created hereunder to fail to qualify as a REMIC under Federal law at any time
that any Certificates are outstanding. The Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders solely for the
purpose of its prompt disposition and sale in a manner which does not cause such
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs
created hereunder of any "income from non-permitted assets" within the meaning
of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC Provisions.

                  (b) The Servicer shall separately account for all funds
collected and received in connection with the operation of any REO Property and
shall establish and maintain, or cause to be established and maintained, with
respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Servicer shall be entitled to retain or withdraw any interest
income paid on funds deposited in the REO Account.

                  (c) The Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Servicer manages and operates similar property owned by the
Servicer or any of its Affiliates, all on such terms and for such period
(subject


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to the requirement of prompt disposition set forth in Section 3.24(a))as the
Servicer deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer's receipt
thereof, and shall thereafter deposit in the REO Account, in no event more than
two Business Days after the Servicer's receipt thereof, all revenues received by
it with respect to an REO Property and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property
including, without limitation:

                  (i) all insurance premiums due and payable in respect of such
         REO Property;

                  (ii) all real estate taxes and assessments in respect of such
         REO Property that may result in the imposition of a lien thereon; and

                  (iii) all costs and expenses necessary to maintain such REO
         Property.

                  To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Servicer
shall advance from its own funds such amount as is necessary for such purposes
if, but only if, the Servicer would make such advances if the Servicer owned the
REO Property and if in the Servicer's judgment, the payment of such amounts will
be recoverable from the rental or sale of the REO Property.

                  Notwithstanding the foregoing, none of the Servicer, the
Master Servicer, the Trustee or the Trust Administrator shall:

                  (A) authorize the Trust Fund to enter into, renew or extend
         any New Lease with respect to any REO Property, if the New Lease by its
         terms will give rise to any income that does not constitute Rents from
         Real Property;

                  (B) authorize any amount to be received or accrued under any
         New Lease other than amounts that will constitute Rents from Real
         Property;

                  (C) authorize any construction on any REO Property, other than
         the completion of a building or other improvement thereon, and then
         only if more than ten percent of the construction of such building or
         other improvement was completed before default on the related Mortgage
         Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
         the Code; or

                  (D) authorize any Person to Directly Operate any REO Property
         on any date more than 90 days after its date of acquisition by the
         Trust Fund;

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trustee and the Trust Administrator, to the effect that such
action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any


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time that it is held by the REMIC, in which case the Servicer may take such
actions as are specified in such Opinion of Counsel.

                  The Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

                  (1) the terms and conditions of any such contract shall not be
         inconsistent herewith;

                  (2) any such contract shall require, or shall be administered
         to require, that the Independent Contractor pay all costs and expenses
         incurred in connection with the operation and management of such REO
         Property, including those listed above and remit all related revenues
         (net of such costs and expenses) to the Servicer as soon as
         practicable, but in no event later than thirty days following the
         receipt thereof by such Independent Contractor;

                  (3) none of the provisions of this Section 3.24(c) relating to
         any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Servicer of any of its duties
         and obligations to the Trustee or the Trust Administrator on behalf of
         the Certificateholders with respect to the operation and management of
         any such REO Property; and

                  (4) the Servicer shall be obligated with respect thereto to
         the same extent as if it alone were performing all duties and
         obligations in connection with the operation and management of such REO
         Property.

                  The Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided, however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.

                  (d) In addition to the withdrawals permitted under Section
3.24(c), the Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made
in respect of such REO Property or the related Mortgage Loan. On the Servicer
Remittance Date, the Servicer shall withdraw from each REO Account maintained by
it and deposit into the Distribution Account in accordance with Section
3.10(d)(ii), for distribution on the related Distribution Date in accordance
with Section 5.01, the income from the related REO Property received during the
prior calendar month, net of any withdrawals made pursuant to Section 3.24(c) or
this Section 3.24(d).



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                  (e) Subject to the time constraints set forth in Section
3.24(a), each REO Disposition shall be carried out by the Servicer in a manner,
at such price and upon such terms and conditions as shall be normal and usual in
the servicing standard set forth in Section 3.01.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following
the receipt thereof for distribution on the related Distribution Date in
accordance with Section 5.01. Any REO Disposition shall be for cash only (unless
changes in the REMIC Provisions made subsequent to the Startup Day allow a sale
for other consideration).

                  (g) The Servicer shall file information returns (and shall
provide a certification of a Servicing Officer to the Master Servicer that such
filings have been made) with respect to the receipt of mortgage interest
received in a trade or business, reports of foreclosures and abandonments of any
Mortgaged Property and cancellation of indebtedness income with respect to any
Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code,
respectively. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.

                  SECTION 3.25. Obligations of the Servicer in Respect of
                                Prepayment Interest Shortfalls.

                  Not later than 2:00 p.m. New York time on each Servicer
Remittance Date, the Servicer shall remit to the Distribution Account an amount
("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date and (B) the
aggregate Servicing Fee received in the related Due Period. The Servicer shall
not have the right to reimbursement for any amounts remitted to the Trust
Administrator in respect of Compensating Interest. Such amounts so remitted
shall be included in the Available Funds and distributed therewith on the next
Distribution Date. The Servicer shall not be obligated to pay Compensating
Interest with respect to Relief Act Interest Shortfalls.

                  SECTION 3.26. [Reserved].

                  SECTION 3.27. Obligations of the Servicer in Respect of
                                Mortgage Rates and Monthly Payments.

                  In the event that a shortfall in any collection on or
liability with respect to the Mortgage Loans in the aggregate results from or is
attributable to adjustments to Mortgage Rates, Monthly Payments or Stated
Principal Balances that were made by the Servicer in a manner not consistent
with the terms of the related Mortgage Note and this Agreement, the Servicer,
upon discovery or receipt of notice thereof, immediately shall deposit in the
Collection Account from its own funds the amount of any such shortfall and shall
indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. Notwithstanding the foregoing, this Section 3.27 shall not limit the
ability of the Servicer to seek


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recovery of any such amounts from the related Mortgagor under the terms of the
related Mortgage Note, as permitted by law.

                  SECTION 3.28. Solicitations.

                  From and after the Closing Date, the Servicer agrees that it
will not take any action or permit or cause any action to be taken by any of its
agents and Affiliates, or by any independent contractors or independent mortgage
brokerage companies on the Servicer's behalf, to personally, by telephone or
mail, solicit the Mortgagor under any Mortgage Loan for the purpose of
refinancing such Mortgage Loan; provided, that the Servicer may solicit any
Mortgagor for whom the Servicer has received a request for verification of
mortgage, a request for demand for payoff, a mortgagor initiated written or
verbal communication indicating a desire to prepay the related Mortgage Loan,
another mortgage company has pulled a credit report on the mortgagor or the
mortgagor initiates a title search; provided further, it is understood and
agreed that promotions undertaken by the Servicer or any of its Affiliates which
(i) concern optional insurance products or other additional products or (ii) are
directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists, newspaper, radio,
telephone and television advertisements shall not constitute solicitation under
this Section 3.28, nor is the Servicer prohibited from responding to unsolicited
requests or inquiries made by a Mortgagor or an agent of a Mortgagor.
Furthermore, the Servicer shall be permitted to include in its monthly
statements to borrowers or otherwise, statements regarding the availability of
the Servicer's counseling services with respect to refinancing mortgage loans.

                  SECTION 3.29. Net WAC Rate Carryover Reserve Account.

                  No later than the Closing Date, the Trust Administrator shall
establish and maintain with itself a separate, segregated trust account titled,
"Net WAC Rate Carryover Reserve Account, Wells Fargo Bank, N.A., as agent for
HSBC Bank USA, as Trustee, in trust for registered Holders of Fremont Home Loan
Trust 2004-B, Asset-Backed Certificates, Series 2004-B." The amount on deposit
in the Net WAC Rate Carryover Reserve Account will consist of any payments
received by the Trust Administrator under the Cap Contract and amounts described
under Section 5.01(d)(xx) and deposited into the Net WAC Rate Carryover Reserve
Account.

                  On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trust Administrator has been directed by the Class C
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the amounts described in Section 5.01(d)(xx), rather
than distributing such amounts to the Class C Certificateholders. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for the
benefit of the Holders of the Class A Certificates and the Mezzanine
Certificates, and will distribute such amounts to the Holders of the Class A
Certificates and the Mezzanine Certificates in the amounts and priorities set
forth in Section 5.01(d).

                  On the Distribution Date after the Class A Certificates and
the Mezzanine Certificates are paid in full, any amounts remaining in the Net
WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts
on the Class A Certificates and the Mezzanine


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Certificates for such Distribution Date (representing payments received by the
Trust Administrator under the Cap Contract), shall be payable to the Trust
Administrator.

                  For federal and state income tax purposes, the Trust
Administrator will be deemed to be the owner of the Net WAC Rate Carryover
Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve
Account (other than amounts received under the Cap Contract) shall be treated as
amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The
Net WAC Rate Carryover Reserve Account will be an "outside reserve fund" within
the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of
the Trust, or the payment in full of the Class A Certificates and the Mezzanine
Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover
Reserve Account will be released by the Trust Administrator and distributed to
the Trust Administrator or its designee. The Net WAC Rate Carryover Reserve
Account will be part of the Trust but not part of any REMIC and any payments to
the Holders of the Class A Certificates or the Mezzanine Certificates of Net WAC
Rate Carryover Amounts will not be payments with respect to a "regular interest"
in a REMIC within the meaning of Code Section 860(G)(a)(1).

                  By accepting a Class C Certificate, each Class C
Certificateholder hereby agrees to direct the Trust Administrator, and the Trust
Administrator hereby is directed, to deposit into the Net WAC Rate Carryover
Reserve Account the amounts described in Section 5.01(d)(xx) on each
Distribution Date as to which there is any Net WAC Rate Carryover Amount rather
than distributing such amounts to the Class C Certificateholders. By accepting a
Class C Certificate, each Class C Certificateholder further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.

                  The Trust Administrator shall hold all funds on deposit in the
Net WAC Rate Carryover Reserve Account uninvested.

                  For federal tax return and information reporting, the right of
the Holders of the Class A Certificates and Mezzanine Certificates to receive
payments from the Net WAC Rate Carryover Reserve Account in respect of any Net
WAC Rate Carryover Amount shall be assigned a value of zero.

                  SECTION 3.30. [Reserved].

                  SECTION 3.31. Servicer Indemnification.

                  Without limiting the indemnification obligations of the
Servicer pursuant to Section 9.05 (b), the Servicer agrees to indemnify the
Trustee, the Master Servicer and the Trust Administrator, from, and hold the
Trustee, the Master Servicer and the Trust Administrator harmless against, any
loss, liability or expense (including reasonable attorney's fees and expenses)
incurred by any such Person by reason of the Servicer's willful misfeasance, bad
faith or gross negligence in the performance of its duties under this Agreement
or by reason of the Servicer's reckless disregard of its obligations and duties
under this Agreement. Such indemnity shall survive the termination or discharge
of this Agreement and the resignation or removal of the Servicer, the Trustee,
the Master


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Servicer and the Trust Administrator. Any payment hereunder made by the Servicer
to any such Person shall be from the Servicer's own funds, without reimbursement
from the Trust Fund therefor.






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                                   ARTICLE IV

                       ADMINISTRATION AND MASTER SERVICING
                  OF THE MORTGAGE LOANS BY THE MASTER SERVICER

                  SECTION 4.01. Master Servicer.

                  The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicer to service and administer the Mortgage Loans in
accordance with the terms of the Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Servicer as necessary from time-to-time to carry
out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Servicer and shall cause the Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by the
Servicer under this Agreement. The Master Servicer shall independently and
separately monitor the Servicer's servicing activities with respect to each
related Mortgage Loan, reconcile the results of such monitoring with such
information provided in the previous sentence on a monthly basis and coordinate
corrective adjustments to the Servicer's and Master Servicer's records. The
Master Servicer shall reconcile the results of its Mortgage Loan monitoring with
the actual remittances of the Servicer to the Distribution Account pursuant to
the terms hereof based on information provided to the Master Servicer by the
Trust Administrator pursuant to the third paragraph of Section 9.01.

                  The Trustee shall furnish the Servicer and the Master Servicer
with any limited powers of attorney and other documents in form as provided to
it necessary or appropriate to enable the Servicer and the Master Servicer to
service and administer the related Mortgage Loans and REO Property. The Trustee
shall have no responsibility for any action of the Master Servicer or the
Servicer pursuant to any such limited power of attorney and shall be indemnified
by the Master Servicer or the Servicer, as applicable, for any cost, liability
or expense incurred by the Trustee in connection with such Person's use or
misuse of any such power of attorney.

                  The Trustee shall provide access and shall cause the Custodian
to provide access and the Trust Administrator shall provide access, in each case
to the records and documentation in possession of the Trustee, the Custodian or
the Trust Administrator, as the case may be, regarding the related Mortgage
Loans and REO Property and the servicing thereof to the Certificateholders, the
FDIC, and the supervisory agents and examiners of the FDIC, such access being
afforded only upon reasonable prior written request and during normal business
hours at the office of the Trustee, the Custodian or the Trust Administrator;
provided, however, that, unless otherwise required by law, none of the Trustee,
the Custodian or the Trust Administrator shall be required to provide access to
such records and documentation if the provision thereof would violate the legal
right to privacy of any Mortgagor. The Trustee shall allow representatives of
the above entities and shall cause the Custodian to allow representatives of the
above entities and the Trust Administrator shall allow representatives of the
above entities, in each case to photocopy any of the records and documentation


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and shall provide equipment for that purpose at a charge that covers the
Trustee's, the Custodian's or the Trust Administrator's, as the case may be,
actual costs.

                  The Trustee shall execute and deliver to the Servicer upon
written request any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or any other Mortgage Loan
Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or any other
Mortgage Loan Document or otherwise available at law or equity.

                  SECTION 4.02. REMIC-Related Covenants.

                  For as long as each REMIC shall exist, the Trustee and the
Trust Administrator shall act in accordance herewith to treat such REMIC as a
REMIC, and the Trustee and the Trust Administrator shall comply with any
directions of the Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
at the expense of the Trust Fund; and (b) other than with respect to a
substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of
this Agreement, as applicable, accept any contribution to any REMIC after the
Startup Day without receipt of a Opinion of Counsel stating that such
contribution will not result in an Adverse REMIC Event as defined in Section
10.01(f).

                  SECTION 4.03. Monitoring of Servicer.

                  (a) The Master Servicer shall be responsible for monitoring
the compliance by the Servicer with its duties under this Agreement. In the
review of the Servicer's activities, the Master Servicer may rely upon an
Officer's Certificate of the Servicer with regard to the Servicer's compliance
with the terms of this Agreement. In the event that the Master Servicer, in its
judgment, determines that the Servicer should be terminated in accordance with
the terms hereof, or that a notice should be sent pursuant to the terms hereof
with respect to the occurrence of an event that, unless cured, would constitute
a Servicer Event of Termination, the Master Servicer shall notify the Servicer
and the Trustee thereof and the Master Servicer shall issue such notice or take
such other action as it deems appropriate.

                  (b) The Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall enforce the obligations of the Servicer under this
Agreement, and shall, in the event that the Servicer fails to perform its
obligations in accordance with this Agreement, subject to the preceding
paragraph and Article VIII, cause the Trustee to terminate the rights and
obligations of the Servicer hereunder in accordance with the provisions of
Article VIII. Such enforcement, including, without limitation, the legal
prosecution of claims and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, provided that the Master


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Servicer shall not be required to prosecute or defend any legal action except to
the extent that the Master Servicer shall have received reasonable indemnity for
its costs and expenses in pursuing such action.

                  (c)      The Master Servicer shall be entitled to be
                           reimbursed by the Servicer (or from amounts on
                           deposit in the Distribution Account if the Servicer
                           is unable to fulfill its obligations hereunder) for
                           all reasonable out-of-pocket or third party costs
                           associated with the transfer of servicing from the
                           predecessor Servicer (or if the predecessor Servicer
                           is the Master Servicer, from the Servicer immediately
                           preceding the Master Servicer), including without
                           limitation, any reasonable out-of-pocket or third
                           party costs or expenses associated with the complete
                           transfer of all servicing data and the completion,
                           correction or manipulation of such servicing data as
                           may be required by the Master Servicer to correct any
                           errors or insufficiencies in the servicing data or
                           otherwise to enable the Master Servicer to service
                           the Mortgage Loans properly and effectively, upon
                           presentation of reasonable documentation of such
                           costs and expenses.

                  (d)      The Master Servicer shall require the Servicer to
                           comply with the remittance requirements and other
                           obligations set forth in this Agreement.

                  (e)      If the Master Servicer acts as successor Servicer, it
                           will not assume liability for the representations and
                           warranties of the terminated Servicer.

                  (f)      The Master Servicer shall not be liable for any acts
                           or omissions of the Servicer.

                  SECTION 4.04. Fidelity Bond.

                  The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording
coverage with respect to all directors, officers, employees and other Persons
acting on such Master Servicer's behalf, and covering errors and omissions in
the performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.

                  SECTION 4.05. Power to Act; Procedures.

                  The Master Servicer shall master service the Mortgage Loans
and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article IX, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of
the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Section 4.03, shall not permit the Servicer to) knowingly


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or intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, would cause any REMIC created hereunder to fail to
qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action will not would cause any REMIC created hereunder to
fail to qualify as a REMIC or result in the imposition of a tax upon any REMIC
created hereunder. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney empowering the
Master Servicer or the Servicer to execute and deliver instruments of
satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
prosecute or defend in any court action relating to the Mortgage Loans or the
Mortgaged Property, in accordance with this Agreement, and the Trustee shall
execute and deliver such other documents, as the Master Servicer or the Servicer
may request, to enable the Master Servicer to master service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer or
the Servicer and shall be indemnified by the Master Servicer or the Servicer, as
applicable, for any cost, liability or expense incurred by the Trustee in
connection with such Person's use or misuse of any such power of attorney). If
the Master Servicer or the Trustee has been advised that it is likely that the
laws of the state in which action is to be taken prohibit such action if taken
in the name of the Trustee or that the Trustee would be adversely affected under
the "doing business" or tax laws of such state if such action is taken in its
name, the Master Servicer shall join with the Trustee in the appointment of a
co-trustee pursuant to Section 9.10. In the performance of its duties hereunder,
the Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.

                  SECTION 4.06. Due-on-Sale Clauses; Assumption Agreements.

                  To the extent Mortgage Loans contain enforceable due-on-sale
clauses, the Master Servicer shall cause the Servicer to enforce such clauses in
accordance with this Agreement.

                  SECTION 4.07. Reserved.

                  SECTION 4.08. Documents, Records and Funds in Possession of
                                Master Servicer To Be Held for Trustee.

                  (a) The Master Servicer shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer from time to time as are required by the terms hereof to be
delivered to the Trustee or Custodian. Any funds received by the Master Servicer
in respect of any Mortgage Loan or which otherwise are collected by the Master
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan shall be remitted to the Trust Administrator for deposit in the
Distribution Account. The Master Servicer shall, and, subject to Section 3.23,
shall cause the Servicer to, provide access to information and


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documentation regarding the Mortgage Loans to the Trustee, its agents and
accountants at any time upon reasonable request and during normal business
hours, and to Certificateholders that are savings and loan associations, banks
or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.

                  (b) All funds collected or held by, or under the control of,
the Master Servicer, in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, shall be remitted to the Trust Administrator for deposit in
the Distribution Account.

                  SECTION 4.09. [Reserved].

                  SECTION 4.10. [Reserved].

                  SECTION 4.11. [Reserved].

                  SECTION 4.12. Trustee to Retain Possession of Certain
                                Insurance Policies and Documents.

                  The Trustee or the applicable Custodian, shall retain
possession and custody of the originals (to the extent available) of any primary
mortgage insurance policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect of
the Certificates has been distributed in full and the Master Servicer and the
Servicer have otherwise fulfilled their respective obligations under this
Agreement, the Trustee or the Custodian shall also retain possession and custody
of each Mortgage File in accordance with and subject to the terms and conditions
of this Agreement and the applicable custodial agreement. The Master Servicer
shall promptly deliver or cause to be delivered to the Trustee or the Custodian,
upon the execution or receipt thereof the originals of any primary mortgage
insurance policies, any certificates of renewal, and such other documents or
instruments that constitute Mortgage Loan Documents that come into the
possession of the Master Servicer from time to time.

                  SECTION 4.13. [Reserved].

                  SECTION 4.14. Compensation for the Master Servicer.

                  As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Master Servicing Fee,
payable to the Master Servicer by the Trust Administrator on each Distribution
Date (with respect to the calendar month that immediately preceded the month of
such Distribution Date) from funds in the Distribution Account. The Master
Servicing Fee payable to the Master Servicer in respect of any Distribution Date
shall be reduced in


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accordance with Section 4.19. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this Agreement.

                  SECTION 4.15. [Reserved].

                  SECTION 4.16. Annual Officer's Certificate as to Compliance.

                  (a) The Master Servicer shall deliver to the Trustee and the
Rating Agencies on or before March 1st of each year, commencing on March 1,
2005, an Officer's Certificate, in the form attached hereto as Exhibit P-2,
certifying that with respect to the period ending December 31 of the prior year:
(i) such Servicing Officer has reviewed the activities of such Master Servicer
during the preceding calendar year or portion thereof and its performance under
this Agreement, (ii) to the best of such Servicing Officer's knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default known
to such Servicing Officer and the nature and status thereof, (iii) nothing has
come to the attention of such Servicing Officer to lead such Servicing Officer
to believe that the Servicer has failed to perform any of its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof.

                  (b) Copies of such statements shall be provided to any
Certificateholder upon request, by the Master Servicer or by the Trustee at the
Master Servicer's expense if the Master Servicer failed to provide such copies
(unless (i) the Master Servicer shall have failed to provide the Trustee with
such statement or (ii) the Trustee shall be unaware of the Master Servicer's
failure to provide such statement).

                  SECTION 4.17. Annual Independent Accountant's Servicing
                                Report.

                  If the Master Servicer has, during the course of any calendar
year, directly serviced any of the Mortgage Loans, then the Master Servicer, in
such capacity as successor Servicer shall comply with the provision of Section
3.21 and Section 3.22 of this Agreement.

                  SECTION 4.18. [Reserved].

                  SECTION 4.19. Obligation of the Master Servicer in Respect of
                                Prepayment Interest Shortfalls.

                  In the event of a Prepayment Interest Shortfall, the Master
Servicer shall remit to the Trustee not later than the Distribution Date an
amount equal to the lesser of (i) the aggregate amounts required to be paid by
the Servicer with respect to Prepayment Interest Shortfalls attributable to
Principal Prepayments on the related Mortgage Loans for the related Distribution


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Date, and not so paid by the Servicer and (ii) the Master Servicing Fee for such
Distribution Date, without reimbursement therefor.

                  SECTION 4.20. [Reserved].

                  SECTION 4.21. [Reserved].



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                                    ARTICLE V

                                  FLOW OF FUNDS

                  SECTION 5.01. Distributions.

                  (a) (I) On each Distribution Date, the Trust Administrator
         shall withdraw from the Distribution Account that portion of Available
         Funds for such Distribution Date consisting of the Group I Interest
         Remittance Amount for such Distribution Date, and make the following
         disbursements and transfers in the order of priority described below,
         in each case to the extent of the Group I Interest Remittance Amount
         remaining for such Distribution Date:

                  (i) to the Holders of the Class IA-1 Certificates, the Monthly
         Interest Distributable Amount and the Unpaid Interest Shortfall Amount,
         if any, for such Certificates; and

                  (ii) concurrently, to the Holders of the Group II
         Certificates, on a PRO RATA basis based on the interest entitlement of
         each such Class, an amount equal to the excess, if any, of (x) the
         amount required to be distributed pursuant to Section 5.01(a)(II)(i)
         below for such Distribution Date over (y) the amount actually
         distributed pursuant to such clause from the Group II Interest
         Remittance Amount.

                  (II) On each Distribution Date the Trust Administrator shall
         withdraw from the Distribution Account that portion of Available Funds
         for such Distribution Date consisting of the Group II Interest
         Remittance Amount for such Distribution Date, and make the following
         disbursements and transfers in the order of priority described below,
         in each case to the extent of the Group II Interest Remittance Amount
         remaining for such Distribution Date.

                  (i) concurrently, to the Holders of the Group II Certificates,
         on a PRO RATA basis based on the interest entitlement of each such
         Class, the Monthly Interest Distributable Amount and the Unpaid
         Interest Shortfall Amount, if any, for such Certificates; and

                  (ii) to the Holders of the Class IA-1 Certificates, an amount
         equal to the excess, if any, of (x) the amount required to be
         distributed pursuant to Section 5.01(a)(I)(i) above for such
         Distribution Date over (y) the amount actually distributed pursuant to
         such clause from the Group I Interest Remittance Amount.

                  (III) On each Distribution Date, following the distributions
         made pursuant to Section 5.01(a)(I) and (II) above, the Trust
         Administrator shall make the following disbursements and transfers in
         the order of priority described below, in each case to the extent of
         the sum of the Group I Interest Remittance Amount and the Group II
         Interest Remittance Amount remaining undistributed for such
         Distribution Date.

                  (i) to the Holders of the Class M-1 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;



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                  (ii) to the Holders of the Class M-2 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;

                  (iii) to the Holders of the Class M-3 Certificates, the
         Monthly Interest Distributable Amount for to such Certificates;

                  (iv) to the Holders of the Class M-4 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;

                  (v) to the Holders of the Class M-5 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;

                  (vi) to the Holders of the Class M-6 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;

                  (vii) to the Holders of the Class M-7 Certificates, the
         Monthly Interest Distributable Amount for to such Certificates;

                  (viii) to the Holders of the Class M-8 Certificates, the
         Monthly Interest Distributable Amount for to such Certificates; and

                  (ix) to the Holders of the Class M-9 Certificates, the Monthly
         Interest Distributable Amount for to such Certificates;

                  (b)(I) On each Distribution Date (a) prior to the Stepdown
         Date or (b) on which a Trigger Event is in effect, distributions in
         respect of principal to the extent of the Group I Principal
         Distribution Amount shall be made in the following amounts and order of
         priority:

                  (i) first, to the Holders of the Class IA-1 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero; and

                  (ii) second, after taking into account the amount distributed
         to the Holders of the Group II Certificates pursuant to clause
         (b)(II)(i) below on such Distribution Date, to the Holders of the Group
         II Certificates (allocated among the Group II Certificates in the
         priority described below), until the Certificate Principal Balances
         thereof have been reduced to zero.

                  (II) On each Distribution Date (a) prior to the Stepdown Date
         or (b) on which a Trigger Event is in effect, distributions in respect
         of principal to the extent of the Group II Principal Distribution
         Amount shall be made in the following amounts and order of priority:

                  (i) first, to the Holders of the Group II Certificates
         (allocated among the Group II Certificates in the priority described
         below), until the Certificate Principal Balances thereof have been
         reduced to zero; and

                  (ii) second, after taking into account the amount distributed
         to the Holders of the Class IA-1 Certificates pursuant to clause
         (b)(I)(i) above on such Distribution Date, to the


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         Holders of the Class IA-1 Certificates, until the Certificate Principal
         Balance thereof has been reduced to zero.

                  (III) On each Distribution Date (a) prior to the Stepdown Date
         or (b) on which a Trigger Event is in effect, distributions in respect
         of principal to the extent of the sum of the Group I Principal
         Distribution Amount and the Group II Principal Distribution Amount
         remaining undistributed for such Distribution Date shall be made in the
         following amounts and order of priority:

                  (i) first, to the Holders of the Class M-1 Certificates, until
         the Certificate Principal Balance thereof has been reduced to zero;

                  (ii) second, to the Holders of the Class M-2 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (iii) third, to the Holders of the Class M-3 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (iv) fourth, to the Holders of the Class M-4 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (v) fifth, to the Holders of the Class M-5 Certificates, until
         the Certificate Principal Balance thereof has been reduced to zero;

                  (vi) sixth, to the Holders of the Class M-6 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (vii) seventh, to the Holders of the Class M-7 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (viii) eighth, to the Holders of the Class M-8 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (ix) ninth, to the Holders of the Class M-9 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero;

                  (c)(I) On each Distribution Date (a) on or after the Stepdown
         Date and (b) on which a Trigger Event is not in effect, distributions
         in respect of principal to the extent of the Group I Principal
         Distribution Amount shall be made in the following amounts and order of
         priority:

                  (i) first, to the Holders of the Class IA-1 Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero, the Group I Senior Principal Distribution Amount;

                  (ii) second, to the holders of the Group II Certificates
         (allocated among the Group II Certificates in the priority described
         below), an amount equal to the excess, if any, of (x)


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         the amount required to be distributed pursuant to clause (c)(II)(i)
         below for such Distribution Date over (y) the amount actually
         distributed pursuant to clause (c)(II)(i) below from the Group II
         Principal Distribution Amount on such Distribution Date.

                  (II) On each Distribution Date (a) on or after the Stepdown
         Date and (b) on which a Trigger Event is not in effect, distributions
         in respect of principal to the extent of the Group II Principal
         Distribution Amount shall be made in the following amounts and order of
         priority:

                  (i) first, to the holders of the Group II Certificates
         (allocated among the Group II Certificates in the priority described
         below), the Group II Senior Principal Distribution Amount until the
         Certificate Principal Balances thereof have been reduced to zero; and

                  (ii) second, to the holders of the Class IA-1 Certificates, an
         amount equal to the excess, if any, of (x) the amount required to be
         distributed pursuant to clause (c)(I)(i) above for such Distribution
         Date over (y) the amount actually distributed pursuant to clause
         (c)(I)(i) above from the Group I Principal Distribution Amount on such
         Distribution Date.

                  (III) On each Distribution Date (a) on or after the Stepdown
         Date and (b) on which a Trigger Event is not in effect, distributions
         in respect of principal to the extent of the sum of the Group I
         Principal Distribution Amount and the Group II Principal Distribution
         Amount remaining undistributed for such Distribution Date shall be made
         in the following amounts and order of priority:

                  (i) first, to the Holders of the Class M-1 Certificates, the
         Class M-1 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (ii) second, to the Holders of the Class M-2 Certificates, the
         Class M-2 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (iii) third, to the Holders of the Class M-3 Certificates, the
         Class M-3 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (iv) fourth, to the Holders of the Class M-4 Certificates, the
         Class M-4 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (v) fifth, to the Holders of the Class M-5 Certificates, the
         Class M-5 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (vi) sixth, to the Holders of the Class M-6 Certificates, the
         Class M-6 Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero;

                  (vii) seventh, to the Holders of the Class M-7 Certificates,
         the Class M-7 Principal Distribution Amount until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (viii) eighth, to the Holders of the Class M-8 Certificates,
         the Class M-8 Principal Distribution Amount until the Certificate
         Principal Balance thereof has been reduced to zero;


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                  (ix) ninth, to the Holders of the Class M-9 Certificates, the
Class M-9 Principal Distribution Amount until the Certificate Principal Balance
thereof has been reduced to zero;

                  With respect to the Group II Certificates, all principal
distributions will be distributed sequentially, first, to the holders of the
Class II-A1 Certificates, until the Certificate Principal Balance of the Class
II-A1 Certificates has been reduced to zero; second, to the holders of the Class
II-A2 Certificates, until the Certificate Principal Balance of the Class IIA-2
Certificates has been reduced to zero; and third, to the holders of the Class
II-A3 Certificates, until the Certificate Principal Balance of the Class II-A3
Certificates has been reduced to zero; provided, however, on any Distribution
Date on which the aggregate Certificate Principal Balance of the Subordinate
Certificates has been reduced to zero, notwithstanding anything contained herein
to the contrary, all distributions of principal to the Class II-A1 Certificates,
the Class II-A2 Certificates and the Class II-A3 Certificates will be
distributed concurrently, on a PRO RATA basis based on the Certificate Principal
Balance of each such class.

                  (d) On each Distribution Date, the Net Monthly Excess Cashflow
         shall be distributed as follows:

                  (i) to the Holders of the Class or Classes of Certificates
         then entitled to receive distributions in respect of principal, in an
         amount equal to any Extra Principal Distribution Amount, distributable
         to such Holders as part of the Group I Principal Distribution Amount
         and/or the Group II Principal Distribution Amount as described under
         Section 5.01(b) and Section 5.01(c) above;

                  (ii) to the Holders of the Class M-1 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (iii) to the Holders of the Class M-1 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-1 Certificates;

                  (iv) to the Holders of the Class M-2 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (v) to the Holders of the Class M-2 Certificates, in an amount
         equal to the Allocated Realized Loss Amounts allocable to the Class M-2
         Certificates;

                  (vi) to the Holders of the Class M-3 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (vii) to the Holders of the Class M-3 Certificates, in an
         amount equal to the Allocated Realized Loss Amount allocable to the
         Class M-3 Certificates;

                  (viii) to the Holders of the Class M-4 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;



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                  (ix) to the Holders of the Class M-4 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-4 Certificates;

                  (x) to the Holders of the Class M-5 Certificates, in an amount
         equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (xi) to the Holders of the Class M-5 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-5 Certificates;

                  (xii) to the Holders of the Class M-6 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (xiii) to the Holders of the Class M-6 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-6 Certificates;

                  (xiv) to the Holders of the Class M-7 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (xv) to the Holders of the Class M-7 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-7 Certificates;

                  (xvi) to the Holders of the Class M-8 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (xvii) to the Holders of the Class M-8 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-8 Certificates;

                  (xviii) to the Holders of the Class M-9 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (xix) to the Holders of the Class M-9 Certificates, in an
         amount equal to the Allocated Realized Loss Amounts allocable to the
         Class M-9 Certificates;

                  (xx) to the Net WAC Rate Carryover Reserve Account, the amount
         by which any Net WAC Rate Carryover Amounts for such Distribution Date
         exceed the amounts received by the Trust Administrator under the Cap
         Contract;

                  (xxi) [reserved];

                  (xxii) to the Holders of the Class C Certificates, the Monthly
         Interest Distributable Amount for such Class and any remaining
         Overcollateralization Release Amount for such Distribution Date;

                  (xxiii) if such Distribution Date follows the Prepayment
         Period during which occurs the latest date on which a Prepayment Charge
         may be required to be paid in respect of any Mortgage Loans, to the
         Holders of the Class P Certificates, in reduction of the Certificate


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         Principal Balance thereof, until the Certificate Principal Balance
         thereof is reduced to zero; and

                  (xxiv) any remaining amounts to the Holders of the Residual
         Certificates (in respect of the Class R-1 Interest or Class R-2
         Interest, as appropriate).

                  (e) On each Distribution Date, after making the distributions
         of the Available Funds as set forth in Section 5.01(a) through (d)
         above, the Trust Administrator will withdraw from the Net WAC Rate
         Carryover Reserve Account, to the extent of amounts on deposit therein,
         the aggregate of any Net WAC Rate Carryover Amounts for such
         Distribution Date and distribute such amount in the following order of
         priority:

         (A) first, concurrently, to the Offered Certificates, any related
unpaid Net WAC Rate Carryover Amount, in each case only up to a maximum amount
equal to the Cap Amount for the related Class;

         (B) second, to the Offered Certificates, any related Net WAC Rate
Carryover Amount (after taking into account distributions pursuant to (A) above)
distributed sequentially in the following order of priority:

                  (i) to the Class A Certificates, on a PRO RATA basis based on
the related unpaid Net WAC Rate Carryover Amount for each such Class;

                  (ii) to the Class M-1 Certificates;

                  (iii) to the Class M-2 Certificates;

                  (iv) to the Class M-3 Certificates;

                  (v) to the Class M-4 Certificates;

                  (vi) to the Class M-5 Certificates;

                  (vi) to the Class M-6 Certificates;

                  (vi) to the Class M-7 Certificates;

                  (vi) to the Class M-8 Certificates; and

                  (vi) to the Class M-9 Certificates.

                  (f) On each Distribution Date, all amounts representing
Prepayment Charges in respect of the Mortgage Loans received during the related
Prepayment Period and any Servicer Prepayment Charge Amounts paid by the
Servicer during the related Prepayment Period will be withdrawn from the
Distribution Account and distributed by the Trust Administrator to the Holders
of the Class P Certificates and shall not be available for distribution to the
Holders of any other Class


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of Certificates. The payment of the foregoing amounts to the Holders of the
Class P Certificates shall not reduce the Certificate Principal Balances
thereof.

                  (g) The Trust Administrator shall make distributions in
respect of a Distribution Date to each Certificateholder of record on the
related Record Date (other than as provided in Section 11.01 respecting the
final distribution), by check or money order mailed to such Certificateholder at
the address appearing in the Certificate Register, or by wire transfer.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.

                  (h) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, which shall credit the amount of such
distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for
disbursing such distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.
All such credits and disbursements with respect to a Book-Entry Certificate are
to be made by the Depository and the Depository Participants in accordance with
the provisions of the Certificates. None of the Trustee, the Trust
Administrator, the Depositor, the Servicer or the Master Servicer shall have any
responsibility therefor except as otherwise provided by applicable law.

                  (i) Notwithstanding the foregoing, on each Distribution Date,
following all distributions on the Certificates pursuant to Section 5.01, an
amount equal to the amount of Subsequent Recoveries deposited into the
Collection Account pursuant to Section 3.10 and included in the Available Funds
for such Distribution Date will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent
of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 5.07. An amount equal to the amount of any remaining
Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 5.07, and so on. Holders of such Certificates
will not be entitled to any distribution in respect of interest on the amount of
such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

                  (j) All distributions to be made by the Trust Administrator
pursuant to this Section 5.01 shall be subject to the availability of funds
therefor in the Distribution Account, or the Net WAC Rate Carryover Reserve
Account, as applicable, on the applicable Distribution Date.

                  SECTION 5.02. [Reserved].

                  SECTION 5.03. Statements.

                  (a) On each Distribution Date, based, as applicable, on
information provided to it by the Servicer, the Trust Administrator shall
prepare and make available to each Holder of the


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Regular Certificates, the Servicer and the Rating Agencies, a statement as to
the distributions made on such Distribution Date:

                  (i) the amount of the distribution made on such Distribution
         Date to the Holders of each Class of Regular Certificates, separately
         identified, allocable to principal and the amount of the distribution
         made to the Holders of the Class P Certificates allocable to Prepayment
         Charges and Servicer Prepayment Charge Payment Amounts;

                  (ii) the amount of the distribution made on such Distribution
         Date to the Holders of each Class of Regular Certificates (other than
         the Class P Certificates) allocable to interest, separately identified;

                  (iii) the Overcollateralized Amount, the Overcollateralization
         Release Amount, the Overcollateralization Deficiency Amount and the
         Overcollateralization Target Amount as of such Distribution Date and
         the Excess Overcollateralized Amount for the Mortgage Pool for such
         Distribution Date;

                  (iv) the aggregate amount of servicing compensation received
         by the Servicer and the Master Servicer with respect to the related Due
         Period and such other customary information as the Trust Administrator
         deems necessary or desirable, or which a Certificateholder reasonably
         requests, to enable Certificateholders to prepare their tax returns;

                  (v) the aggregate amount of Advances for the related Due
         Period;

                  (vi) the Pool Balance at the Close of Business at the end of
         the related Due Period;

                  (vii) the number, aggregate principal balance, weighted
         average remaining term to maturity and weighted average Mortgage Rate
         of the Mortgage Loans as of the related Determination Date;

                  (viii) the number and aggregate unpaid principal balance of
         Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in
         bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60
         to 89 days and (3) 90 or more days, (B) as to which foreclosure
         proceedings have been commenced and Delinquent (1) 30 to 59 days, (2)
         60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent
         (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each
         case as of the Close of Business on the last day of the calendar month
         preceding such Distribution Date and (D) REO Properties, as well as the
         aggregate principal balance of Mortgage Loans that were liquidated and
         the net proceeds resulting therefrom;

                  (ix) [reserved]

                  (x) the total number and cumulative principal balance of all
         REO Properties as of the Close of Business of the last day of the
         preceding Prepayment Period;



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                  (xi) the aggregate amount of Principal Prepayments made during
         the related Prepayment Period, separately indicating Principal
         Prepayments in full and Principal Prepayments in part;

                  (xii) the aggregate amount of Realized Losses incurred during
         the related Prepayment Period and the cumulative amount of Realized
         Losses and the aggregate amount of Subsequent Recoveries received
         during the related Prepayment Period and the cumulative amount of
         Subsequent Recoveries received since the Closing Date;

                  (xiii) the aggregate amount of extraordinary Trust Fund
         expenses withdrawn from the Collection Account or the Distribution
         Account for such Distribution Date;

                  (xiv) the Certificate Principal Balance of each Class of Class
         A Certificates, each Class of Mezzanine Certificates and the Class C
         Certificates, after giving effect to the distributions made on such
         Distribution Date;

                  (xv) the Monthly Interest Distributable Amount in respect of
         each Class of Class A Certificates, each Class of Mezzanine
         Certificates and the Class C Certificates for such Distribution Date
         and the Unpaid Interest Shortfall Amount, if any, with respect to each
         Class of Class A Certificates, each Class of Mezzanine Certificates and
         the Class C Certificates for such Distribution Date;

                  (xvi) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date, to the extent not covered by
         payments by the Servicer pursuant to Section 3.27 or the Master
         Servicer pursuant to Section 4.19;

                  (xvii) the Credit Enhancement Percentage for such Distribution
         Date;

                  (xviii) the Net WAC Rate Carryover Amount for each Class of
         Class A Certificates and each Class of Mezzanine Certificates, if any,
         for such Distribution Date and the amount remaining unpaid after
         reimbursements therefor on such Distribution Date;

                  (xix) any Overcollateralization Target Amount,
         Overcollateralized Amount and Overcollateralization Deficiency Amount
         after giving effect to the distribution of principal on such
         Distribution Date;

                  (xx) when the Stepdown Date or a Trigger Event has occurred;

                  (xxi) the Available Funds for such Distribution Date;

                  (xxii) the respective Pass-Through Rates applicable to each
         Class of Class A Certificates, each Class of Mezzanine Certificates and
         the Class C Certificates for such Distribution Date and the
         Pass-Through Rate applicable to each Class of Class A Certificates and
         each Class of Mezzanine Certificates for the immediately succeeding
         Distribution Date; and



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                  (xxiii) payments, if any, made under the Cap Contract.

                  The Trust Administrator will make such statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders and the Rating Agencies via
the Trust Administrator's internet website. The Trust Administrator's internet
website shall initially be located at "www.ctslink.com". Assistance in using the
website can be obtained by calling the Trust Administrator's customer service
desk at (301) 815- 6600. Parties that are unable to use the above distribution
option are entitled to have a paper copy mailed to them via first class mail by
calling the customer service desk and indicating such. The Trust Administrator
shall have the right to change the way such statements are distributed in order
to make such distribution more convenient and/or more accessible to the above
parties and the Trust Administrator shall provide timely and adequate
notification to all above parties regarding any such changes. As a condition to
access to the Trust Administrator's internet website, the Trust Administrator
may require registration and the acceptance of a disclaimer.

                  The Trust Administrator will not be liable for the
dissemination of information in accordance with this Agreement. The Trust
Administrator shall also be entitled to rely on but shall not be responsible for
the content or accuracy of any information provided by third parties for
purposes of preparing the Distribution Date statement and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party thereto).

                  In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Cut-off Date.

                  (b) Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall, upon written request, furnish to
each Person who at any time during the calendar year was a Certificateholder of
a Regular Certificate, if requested in writing by such Person, such information
as is reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (i) through (iii) above, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trust Administrator shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be prepared and furnished by the Trust Administrator to Certificateholders
pursuant to any requirements of the Code as are in force from time to time.

                  (c) On each Distribution Date, the Trust Administrator shall
make available to the Residual Certificateholders a copy of the reports
forwarded to the Regular Certificateholders in respect of such Distribution Date
with such other information as the Trust Administrator deems necessary or
appropriate.

                  (d) Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall deliver to each Person who at any
time during the calendar year was a Residual Certificateholder, if requested in
writing by such Person, such information as is reasonably necessary to provide
to such Person a statement containing the information provided pursuant to the
previous paragraph aggregated for such calendar year or applicable portion
thereof during which


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<PAGE>



such Person was a Residual Certificateholder. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished to
Certificateholders by the Trust Administrator pursuant to any requirements of
the Code as from time to time in force.

                  SECTION 5.04. Remittance Reports; Advances.

                  (a) On each Determination Date, the Servicer shall deliver to
the Master Servicer and the Trust Administrator by telecopy or electronic mail
(or by such other means as the Servicer, the Master Servicer and the Trust
Administrator may agree from time to time) a Remittance Report with respect to
the related Distribution Date in form and substance acceptable to the Master
Servicer with such additions, deletions and modifications as agreed to by the
Master Servicer, the Trust Administrator and the Servicer. Not later than each
Determination Date, the Servicer shall deliver or cause to be delivered to the
Trust Administrator in addition to the information provided on the Remittance
Report, such other information reasonably available to it with respect to the
Mortgage Loans as the Master Servicer or the Trust Administrator may reasonably
require so as to enable the Master Servicer to master service the Mortgage Loans
and oversee the servicing by the Servicer and the Trust Administrator to perform
the calculations necessary to make the distributions contemplated by Section
5.01 and to prepare the statements to Certificateholders contemplated by Section
5.03. Neither the Trust Administrator nor, subject to Section 4.01, the Master
Servicer shall be responsible to recompute, recalculate or verify any
information provided to it by the Servicer.

                  (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 5.04(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Due Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent on a contractual basis as of the Close of Business on
the related Determination Date and (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Due Period and as to
which REO Property an REO Disposition did not occur during the related Due
Period, an amount equal to the excess, if any, of the REO Imputed Interest on
such REO Property for the most recently ended calendar month, over the net
income from such REO Property transferred to the Distribution Account pursuant
to Section 3.24 for distribution on such Distribution Date. For purposes of the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.

                  On or before 2:00 p.m. New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Trust Administrator for deposit in the Distribution Account an amount equal to
the aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans and REO Properties for the related Distribution Date either (i) from its
own funds or (ii) from the Collection Account, to the extent of funds held
therein for future distribution (in which case it will cause to be made an
appropriate entry in the records of Collection Account that amounts held for
future distribution have been, as permitted by this Section 5.04, used by the
Servicer in discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Advances to be made
by the Servicer with respect to the Mortgage Loans and REO Properties. Any
amounts held for future distribution used by the Servicer to make


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an Advance as permitted in the preceding sentence shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Funds for the related Distribution Date (determined
without regard to Advances to be made on the Servicer Remittance Date) shall be
less than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 5.01 on such Distribution Date if such
amounts held for future distributions had not been so used to make Advances. The
Trust Administrator will provide notice to the Servicer by telecopy by the Close
of Business on any Servicer Remittance Date in the event that the amount
remitted by the Servicer to the Trust Administrator on such date is less than
the Advances required to be made by the Servicer for the related Distribution
Date, as set forth in the related Remittance Report.

                  (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until the
Mortgage Loan is paid in full or until all Liquidation Proceeds thereon have
been recovered, or a Final Recovery Determination has been made thereon.

                  (d) Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the
Servicer if such Advance or Servicing Advance would, if made, constitute a
Nonrecoverable Advance. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officers' Certificate of the Servicer delivered to the Depositor, the Trustee
and the Trust Administrator.
                  (e) Subject to and in accordance with the provisions of
Article VIII, in the event the Servicer fails to make any such P&I Advance, then
the Master Servicer (in its capacity as successor Servicer) or any other
successor Servicer shall be required to make such P&I Advance on the
Distribution Date on which the Servicer was required to make such Advance,
subject to its determination of recoverability.

                  SECTION 5.05. [Reserved]

                  SECTION 5.06. Reports Filed with Securities and Exchange
                                Commission.

                  The Depositor shall prepare or cause to be prepared the
initial current report on Form 8-K. Within 15 days after each Distribution Date,
the Trust Administrator shall, in accordance with industry standards, file with
the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"),
a Form 8-K with a copy of the statement to be furnished to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2005, the Trust Administrator shall, in accordance with industry
standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if
applicable. Prior to (i) March 31, 2005 and (ii) unless and until a Form 15
Suspension Notice shall have been filed, March 31st of each year thereafter, the
Master Servicer, in its capacity as master servicer hereunder, shall execute and
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust. Such Form 10-K shall include the Master Servicer Certification
(substantially in the form attached hereto as Exhibit N-2), the annual
independent accountant's servicing report and annual statement of compliance to
be delivered by the Servicer pursuant to Sections 3.20 and 3.21 and the annual
independent accountant's servicing report and annual statement of compliance to
be delivered by the Master Servicer pursuant to Sections 4.16 and


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4.17. The Depositor hereby grants to the Trust Administrator a limited power of
attorney to execute and file the Form 8-K on behalf of the Depositor. Such power
of attorney shall continue until either the earlier of (i) receipt by the Trust
Administrator from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Trust Administrator and the Master Servicer, from time
to time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the Trust
Administrator or the Master Servicer reasonably deems appropriate to prepare and
file all necessary reports with the Commission. Neither the Trust Administrator
nor the Master Servicer shall have any responsibility to file any items other
than those specified in this Section 5.06; provided, however, the Trust
Administrator and the Master Servicer will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Fees and expenses incurred by the Trust Administrator or
the Master Servicer in connection with this Section 5.06 shall not be
reimbursable from the Trust Fund.

                  SECTION 5.07. Distributions on the REMIC Regular Interests.

                  (a) On each Distribution Date, the Trust Administrator shall
cause in the following order of priority, the following amounts to be
distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or
withdrawn from the Distribution Account and distributed to the holders of the
Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

         (i) first, to the extent of Available Funds, to Holders of REMIC 1
Regular Interest LTAA, Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1,
REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8,
REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular
Interest LTP, PRO RATA, in an amount equal to (A) the Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates. Amounts payable as
Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest LTZZ
shall be reduced and deferred when the REMIC 1 Overcollateralization Amount is
less than the REMIC 1 Overcollateralization Target Amount, by the lesser of (x)
the amount of such difference and (y) the Maximum Uncertificated Accrued
Interest Deferral Amount; and

                  (ii) second, to the Holders of REMIC 1 Regular Interests, in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (i) above, allocated as
follows:

                           (a) to the Holders of REMIC 1 Regular Interest LTAA
                  and REMIC Regular Interest LTP, 98.00% of such remainder,
                  until the Uncertificated Principal Balance of such
                  Uncertificated REMIC 1 Regular Interest is reduced to zero;
                  provided, however, that REMIC 1 Regular Interest LTP shall not
                  be reduced until the Distribution Date immediately following
                  the expiration of the latest Prepayment


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                  Charge as identified on the Prepayment Charge Schedule or any
                  Distribution Date thereafter, at which point such amount shall
                  be distributed to REMIC 1 Regular Interest LTP, until $100 has
                  been distributed pursuant to this clause;

                           (b) to the Holders of Regular Interest LT1A1, REMIC 1
                  Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC
                  1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM1, REMIC
                  1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC
                  1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC
                  1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7 and
                  REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9,
                  1.00% of such remainder, in the same proportion as principal
                  payments are allocated to the Corresponding Certificates,
                  until the Uncertificated Principal Balances of such REMIC 1
                  Regular Interests are reduced to zero;

                           (c) to the Holders of REMIC 1 Regular Interest LTZZ,
                  1.00% of such remainder, until the Uncertificated Principal
                  Balance of such REMIC 1 Regular Interest is reduced to zero;
                  and

                           (d) any remaining amount to the Holders of the Class
                  R Certificates (in respect of the Class R-1 Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Release Amount shall be allocated
to Holders of (i) REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest
LTP, in that order and (ii) REMIC 1 Regular Interest LTZZ, respectively;
provided that REMIC 1 Regular Interest LTP shall not be reduced until the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 1 Regular
Interest LT1P, until $100 has been distributed pursuant to this clause.

                  (a) All Realized Losses on the Mortgage Loans allocated to any
Regular Certificate shall be allocated by the Trust Administrator on each
Distribution Date as follows: first, to Net Monthly Excess Cashflow; second, to
the Class C Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; third, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; ninth,
to the Class M-3 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; tenth, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero and eleventh, to
the Class M-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate


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Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately prior to the relevant Distribution
Date, before reduction thereof by any Realized Losses, in each case to be
allocated to such Class of Certificates, on such Distribution Date.

                  Any allocation of Realized Losses to a Mezzanine Certificate
on any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated; any allocation of Realized Losses to
a Class C Certificates shall be made first by reducing the amount otherwise
payable in respect thereof pursuant to Section 5.01(d)(xiv). No allocations of
any Realized Losses shall be made to the Certificate Principal Balances of the
Class A Certificates or the Class P Certificates.

                  (b) All Realized Losses on the Mortgage Loans shall be deemed
to have been allocated in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC 1 Regular Interest LTAA and
REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA and REMIC 1
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest
LTM9 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM9 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 1
Regular Interest LTAA, REMIC 1 Regular Interest LTM8 and REMIC 1 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTM8 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1
Regular Interest LTM7 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LTM7 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM6 and
REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM6 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 1
Regular Interest LTAA, REMIC 1 Regular Interest LTM5 and REMIC 1 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTM5 has been reduced to zero; eighth, to
the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1
Regular Interest LTM4 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LTM4 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM3 and
REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM3 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 1
Regular Interest LTAA, REMIC 1 Regular Interest LTM2 and REMIC 1 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTM2 has been reduced to zero; and eleventh,
to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC
1 Regular Interest LTM1 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LTM1 has been reduced to zero.



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                                   ARTICLE VI

                                THE CERTIFICATES

                  SECTION 6.01. The Certificates.

                  Each of the Class A Certificates, the Mezzanine Certificates,
the Class P Certificates, the Class C Certificates and the Residual Certificates
shall be substantially in the forms annexed hereto as exhibits, and shall, on
original issue, be executed, authenticated and delivered by the Trustee or the
Trust Administrator to or upon the order of the Depositor concurrently with the
sale and assignment to the Trustee of the Trust Fund. The Class A Certificates
and the Mezzanine Certificates shall be initially evidenced by one or more
Certificates representing a Percentage Interest with a minimum dollar
denomination of $50,000 and integral dollar multiples of $1.00 in excess
thereof, except that one Certificate of each such Class of Certificates may be
in a different denomination so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Certificate Principal
Balance of such Class on the Closing Date. The Class P Certificates, the Class C
Certificates and the Residual Certificates are issuable in any Percentage
Interests; provided, however, that the sum of all such percentages for each such
Class totals 100% and no more than ten Certificates of each Class may be issued
and outstanding at any one time.

                  The Certificates shall be executed on behalf of the Trust by
manual or facsimile signature on behalf of the Trustee or the Trust
Administrator by a Responsible Officer. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
were affixed, authorized to sign on behalf of the Trustee or the Trust
Administrator shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee or the Trust Administrator substantially
in the form provided for herein, and such authentication upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication. Subject to Section 6.02(c), the Class A
Certificates and the Mezzanine Certificates shall be Book- Entry Certificates.
The other Classes of Certificates shall not be Book-Entry Certificates.

                  SECTION 6.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trust Administrator shall initially serve
as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.

                  Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office of the Certificate Registrar maintained for such
purpose pursuant to the foregoing paragraph which office shall initially be the
Corporate Trust Office of the Trust Administrator for certificate


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transfer and surrender purposes, and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Trust Administrator on
behalf of the Trust shall execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
aggregate Percentage Interest.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee or the Trust Administrator shall execute
on behalf of the Trust and authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall (if so
required by the Trustee, the Trust Administrator or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer
satisfactory to the Trustee, the Trust Administrator and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing. In addition, with respect to each Class R Certificate, the holder
thereof may exchange, in the manner described above, such Class R Certificate
for two separate certificates, each representing such holder's respective
Percentage Interest in the Class R-1 Interest and the Class R-2 Interest that
was evidenced by the Class R Certificate being exchanged.

                  (b) Except as provided in paragraph (c) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (i) registration of such Certificates may not
be transferred by the Trustee or the Trust Administrator except to another
Depository; (ii) the Depository shall maintain book-entry records with respect
to the Certificate Owners and with respect to ownership and transfers of such
Certificates; (iii) ownership and transfers of registration of such Certificates
on the books of the Depository shall be governed by applicable rules established
by the Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee and the
Trust Administrator shall for all purposes deal with the Depository as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Trustee and the Trust Administrator may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners; and (vii)
the direct participants of the Depository shall have no rights under this
Agreement under or with respect to any of the Certificates held on their behalf
by the Depository, and the Depository may be treated by the Trustee, the Trust
Administrator and either the Trustee's or the Trust Administrator's agents,
employees, officers and directors as the absolute owner of the Certificates for
all purposes whatsoever.

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be


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necessary or desirable to register a Book-Entry Certificate to the Depository.
In the event of any conflict between the terms of any such Letter of
Representation and this Agreement, the terms of this Agreement shall control.

                  (c) If (i)(x) the Depository or the Depositor advises the
Trust Administrator in writing that the Depository is no longer willing or able
to discharge properly its responsibilities as Depository and (y) the Trust
Administrator or the Depositor is unable to locate a qualified successor, (ii)
the Depositor, at its sole option, with the consent of the Trust Administrator,
elects to terminate the book-entry system through the Depository or (iii) after
the occurrence of a Servicer Event of Termination, the Certificate Owners of the
Book-Entry Certificates representing Percentage Interests of such Classes
aggregating not less than 51% advise the Trust Administrator and Depository
through the Financial Intermediaries and the Depository Participants in writing
that the continuation of a book-entry system through the Depository to the
exclusion of definitive, fully registered certificates (the "Definitive
Certificates") to Certificate Owners is no longer in the best interests of the
Certificate Owners. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trust Administrator
shall, at the Depositor's expense, in the case of (ii) above, or the Servicer's
expense, in the case of (i) and (iii) above, execute on behalf of the Trust and
authenticate the Definitive Certificates. None of the Depositor, the Master
Servicer, the Trustee or the Trust Administrator shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Trustee, the Trust Administrator, the Certificate Registrar,
the Servicer, any Paying Agent and the Depositor shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.

                  (d) No transfer, sale, pledge or other disposition of any
Class C Certificate, Class P Certificate or Residual Certificate shall be made
unless such disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state
securities laws or is made in accordance with the 1933 Act and laws. In the
event of any such transfer, except with respect to the initial transfer of any
Class C Certificate, Class P Certificate or Residual Certificates by the
Depositor (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Trustee and the Trust
Administrator, in substantially the form attached hereto as Exhibit J) under the
1933 Act, the Trustee, the Trust Administrator and the Depositor shall require a
written Opinion of Counsel (which may be in-house counsel) acceptable to and in
form and substance reasonably satisfactory to the Trustee, the Trust
Administrator and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trustee, the Trust Administrator, the Master
Servicer or the Depositor or (ii) the Trust Administrator shall require the
transferor to execute a transferor certificate (in substantially the form
attached hereto as Exhibit L) and the transferee to execute an investment letter
(in substantially the form attached hereto as Exhibit J) acceptable to and in
form and substance reasonably satisfactory to the Depositor, the Trustee and the
Trust Administrator certifying to the Depositor, the Trustee and the Trust
Administrator the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Trust Administrator or the Depositor. The
Holder of a Class C Certificate, Class P Certificate or Residual Certificate
desiring to effect such transfer shall, and does hereby agree to,


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indemnify the Trustee, the Trust Administrator, the Master Servicer and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

                  Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 6.02(d) will be required in connection with
the transfer, on the Closing Date, of any Residual Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501 of the 1933 Act.

                  No transfer of a Class C Certificate, Class P Certificate or
Residual Certificate or any interest therein shall be made to any Plan subject
to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on behalf of any such Plan or any Person acquiring such Certificates with "Plan
Assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as certified by such
transferee in the form of Exhibit M, unless the Trust Administrator is provided
with an Opinion of Counsel for the benefit of the Depositor, the Master
Servicer, the Trustee, the Trust Administrator and the Servicer and on which
they may rely which establishes to the satisfaction of the Trust Administrator
that the purchase of such Certificates is permissible under applicable law, will
not constitute or result in any prohibited transaction under ERISA or Section
4975 of the Code and will not subject the Depositor, the Servicer, the Master
Servicer, the Trustee, the Trust Administrator or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund.
Neither a certification nor an Opinion of Counsel will be required in connection
with the initial transfer of any such Certificate by the Depositor to an
affiliate of the Depositor (in which case, the Depositor or any affiliate
thereof shall have deemed to have represented that such affiliate is not a Plan
or a Person investing Plan Assets) and the Trustee and the Trust Administrator
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Trustee or the Trust Administrator, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.

                  Each Transferee of a Mezzanine Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan or purchasing
such Certificate with Plan Assets, (b) it has acquired and is holding such
Certificate in reliance on Prohibited Transaction Exemption ("PTE") 90-59, 55
Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed. Reg. 39021
(July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE
2002-41 67 Fed. Reg. 54487 (August 22, 2002) (the "Exemption"), and that it
understands that there are certain conditions to the availability of the
Exemption including that such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by a Rating Agency or (c)
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.



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                  If any Mezzanine Certificate, Class C Certificate, Class P
Certificate or Residual Certificate or any interest therein is acquired or held
in violation of the provisions of the two preceding paragraphs, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
that Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions of
the two preceding paragraphs shall indemnify and hold harmless the Depositor,
the Servicer, the Master Servicer, the Trustee, the Trust Administrator and the
Trust from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or holding.

                  Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

                  (i)      Each Person holding or acquiring any Ownership
                           Interest in a Residual Certificate shall be a
                           Permitted Transferee and shall promptly notify the
                           Trust Administrator of any change or impending change
                           in its status as a Permitted Transferee.

                  (ii)     No Person shall acquire an Ownership Interest in a
                           Residual Certificate unless such Ownership Interest
                           is a PRO RATA undivided interest.

                  (iii)    In connection with any proposed transfer of any
                           Ownership Interest in a Residual Certificate, the
                           Trust Administrator shall as a condition to
                           registration of the transfer, require delivery to it,
                           in form and substance satisfactory to it, of each of
                           the following:

                  (A)      an affidavit in the form of Exhibit K hereto from the
                           proposed transferee to the effect that such
                           transferee is a Permitted Transferee and that it is
                           not acquiring its Ownership Interest in the Residual
                           Certificate that is the subject of the proposed
                           transfer as a nominee, trustee or agent for any
                           Person who is not a Permitted Transferee; and

                  (B)      a covenant of the proposed transferee to the effect
                           that the proposed transferee agrees to be bound by
                           and to abide by the transfer restrictions applicable
                           to the Residual Certificates.

                  (iv)     Any attempted or purported transfer of any Ownership
                           Interest in a Residual Certificate in violation of
                           the provisions of this Section shall be absolutely
                           null and void and shall vest no rights in the
                           purported transferee. If any purported transferee
                           shall, in violation of the provisions of this
                           Section, become a Holder of a Residual Certificate,
                           then the prior Holder of such Residual Certificate
                           that is a Permitted Transferee shall, upon discovery
                           that the registration of transfer of such Residual
                           Certificate was not in fact permitted by this
                           Section, be restored to all rights


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as Holder thereof retroactive to the date of registration of transfer of such
Residual Certificate. The Trust Administrator shall be under no liability to any
Person for any registration of transfer of a Residual Certificate that is in
fact not permitted by this Section or for making any distributions due on such
Residual Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
Trust Administrator received the documents specified in clause (iii). The Trust
Administrator shall be entitled to recover from any Holder of a Residual
Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual Certificate. Any
such distributions so recovered by the Trust Administrator shall be distributed
and delivered by the Trust Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.

                  (v) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section, then the Trust Administrator shall have the right
but not the obligation, without notice to the Holder of such Residual
Certificate or any other Person having an Ownership Interest therein, to notify
the Depositor to arrange for the sale of such Residual Certificate. The proceeds
of such sale, net of commissions (which may include commissions payable to the
Depositor or its affiliates in connection with such sale), expenses and taxes
due, if any, will be remitted by the Trust Administrator to the previous Holder
of such Residual Certificate that is a Permitted Transferee, except that in the
event that the Trust Administrator determines that the Holder of such Residual
Certificate may be liable for any amount due under this Section or any other
provisions of this Agreement, the Trust Administrator may withhold a
corresponding amount from such remittance as security for such claim. The terms
and conditions of any sale under this clause (v) shall be determined in the sole
discretion of the Trust Administrator and it shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result of its
exercise of such discretion.

                  (vi) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section, then the Trust Administrator upon receipt of
reasonable compensation will provide to the Internal Revenue Service, and to the
persons specified in Sections 860E(e)(3) and (6) of the Code, information needed
to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of
residual interests to Disqualified Organizations.

                  The foregoing provisions of this Section shall cease to apply
to transfers occurring on or after the date on which there shall have been
delivered to the Trust Administrator, in form and substance satisfactory to the
Trust Administrator, (i) written notification from each Rating Agency that the
removal of the restrictions on transfer set forth in this Section will not cause
such Rating Agency to downgrade its rating of the Certificates and (ii) an
Opinion of Counsel to the effect that such removal will not cause any REMIC
created hereunder to fail to qualify as a REMIC.

                  (e) No service charge shall be made for any registration of
transfer or exchange of Certificates of any Class, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.



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                  All Certificates surrendered for registration of transfer or
exchange shall be canceled by the Certificate Registrar and disposed of pursuant
to its standard procedures.

                  SECTION 6.03. Mutilated, Destroyed, Lost or Stolen
                                Certificates.

                  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (ii) there
is delivered to the Trustee, the Trust Administrator, the Depositor and the
Certificate Registrar such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Trustee, the
Trust Administrator or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee or the Trust Administrator shall
execute on behalf of the Trust, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee, the Trust
Administrator and the Certificate Registrar) in connection therewith. Any
duplicate Certificate issued pursuant to this Section, shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                  SECTION 6.04. Persons Deemed Owners.

                  The Servicer, the Master Servicer, the Depositor, the Trustee,
the Trust Administrator, the Certificate Registrar, any Paying Agent and any
agent of the Servicer, the Depositor, the Trustee, the Trust Administrator, the
Certificate Registrar or any Paying Agent may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 5.01
and for all other purposes whatsoever, and none of the Servicer, the Master
Servicer, the Trust, the Trustee, the Trust Administrator nor any agent of any
of them shall be affected by notice to the contrary.

                  SECTION 6.05. Appointment of Paying Agent.

                  (a) The Paying Agent shall make distributions to
Certificateholders from the Distribution Account pursuant to Section 5.01 and
shall report the amounts of such distributions to the Trust Administrator. The
duties of the Paying Agent may include the obligation (i) to withdraw funds from
the Collection Account pursuant to Section 3.11(a) and for the purpose of making
the distributions referred to above and (ii) to distribute statements and
provide information to Certificateholders as required hereunder. The Paying
Agent hereunder shall at all times be an entity duly organized and validly
existing under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authorities. The Paying Agent
shall initially be the Trust Administrator. The Trust Administrator may appoint
a successor to act as Paying Agent, which appointment shall be reasonably
satisfactory to the Depositor.



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                  (b) The Trust Administrator shall cause the Paying Agent (if
other than the Trust Administrator) to execute and deliver to the Trust
Administrator an instrument in which such Paying Agent shall agree with the
Trust Administrator that such Paying Agent shall hold all sums, if any, held by
it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders and shall agree that it shall comply with all requirements of
the Code regarding the withholding of payments in respect of Federal income
taxes due from Certificate Owners and otherwise comply with the provisions of
this Agreement applicable to it.



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                                   ARTICLE VII

               THE SERVICER, THE MASTER SERVICER AND THE DEPOSITOR

                  SECTION 7.01. Liability of the Servicer, the Master Servicer
                                and the Depositor.

                  The Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by
Servicer herein. The Master Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by the
Master Servicer herein. The Depositor shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by the Depositor.

                  SECTION 7.02. Merger or Consolidation of, or Assumption of the
                                Obligations of, the Servicer, the Master
                                Servicer or the Depositor.

                  Any entity into which the Servicer, the Master Servicer or
Depositor may be merged or consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Servicer, the Master Servicer
or the Depositor shall be a party, or any corporation succeeding to the business
of the Servicer, the Master Servicer or the Depositor, shall be the successor of
the Servicer, the Master Servicer or the Depositor, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that any successor to the Servicer or the
Master Servicer shall satisfy all the requirements of Section 8.02 or Section
7.06, as applicable, with respect to the qualifications of a successor Servicer
or successor Master Servicer, as applicable. In addition, any corporation
succeeding to the servicing-for-third-parties business of the Servicer shall be
the successor of the Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that (i) any
successor to the Servicer shall satisfy all the requirements of Section 8.02
with respect to the qualifications of a successor Servicer, (ii) the Trustee
shall have received written confirmation from each Rating Agency that such
transfer of servicing by the Servicer and the related appointment of a successor
Servicer would not result in a withdrawal, qualification or a downgrading by
such Rating Agency of the then-outstanding rating on any Class of Certificates
rated by it or of any class of notes issued pursuant to an Indenture and (iii)
the Trustee shall have received the written consent of holders of notes
evidencing not less than 66 2/3% of any notes issued pursuant to an Indenture to
such transfer of servicing by the Servicer and the related appointment of a
successor Servicer.

                  SECTION 7.03. Limitation on Liability of the Servicer, the
                                Master Servicer and Others.

                  None of the Servicer, the Master Servicer or the Depositor nor
any of the directors or officers or employees or agents of the Servicer, the
Master Servicer or the Depositor shall be under any liability to the Trust or
the Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer, the Master Servicer or the Depositor in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect


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the Servicer, the Master Servicer, the Depositor or any such Person against any
liability which would otherwise be imposed by reason of its willful misfeasance,
bad faith or negligence in the performance of duties of the Servicer, the Master
Servicer or the Depositor, as the case may be, or by reason of its reckless
disregard of the obligations and duties of the Servicer, the Master Servicer or
the Depositor, as the case may be, hereunder; provided, further, that this
provision shall not be construed to entitle the Servicer to indemnity in the
event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with
respect to the related Mortgage Loan. The Servicer or the Master Servicer and
any director or officer or employee or agent of either of them may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Servicer, the Master
Servicer, the Depositor, and any director or officer or employee or agent of any
of them, shall be indemnified by the Trust and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of its reckless disregard of obligations and duties hereunder. The
Servicer, the Master Servicer or the Depositor may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor, the Servicer
or the Master Servicer acts without the consent of the Holders of Certificates
entitled to at least 51% of the Voting Rights, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and each of the Servicer, the Master Servicer
and the Depositor shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in Section 3.11, any such right
of reimbursement being prior to the rights of the Certificateholders to receive
any amount in the Collection Account. Each of the Servicer's and the Master
Servicer's right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer or the Master Servicer
pursuant to Section 6.04, 7.04 or 7.05 with respect to any losses, expenses,
costs or liabilities arising prior to such resignation or termination (or
arising from events that occurred prior to such resignation or termination).
This paragraph shall apply to the Servicer and Master Servicer solely in their
capacities as Servicer and Master Servicer hereunder and in no other capacities.

                  SECTION 7.04. Servicer Not to Resign.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect obtained at the expense of the Servicer and delivered to the Trustee and
the Trust Administrator. No resignation of the Servicer shall become effective
until the Trustee or a successor servicer shall have assumed the Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.



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                  Except as expressly provided herein, the Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Servicer hereunder. The foregoing prohibition on assignment
shall not prohibit the Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Servicer hereunder; provided, however, no
Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
shall not be required to recognize any Subservicer as an indemnitee under this
Agreement.

                  SECTION 7.05. Master Servicer Not to Resign.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination pursuant
to the preceding sentence permitting the resignation of the Master Servicer
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Master Servicer and delivered to the Trustee and the Rating
Agencies. No resignation of the Master Servicer shall become effective until the
Trustee or a successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

                  SECTION 7.06. Assignment of Master Servicing.

                  The Master Servicer may sell and assign its rights and
delegate its duties and obligations in its entirety as Master Servicer under
this Agreement; provided, however, that: (i) the purchaser or transferee accept
in writing such assignment and delegation and assume the obligations of the
Master Servicer hereunder and that the purchaser or transferee (a) be a Person
which shall be qualified to service mortgage loans for Fannie Mae or Freddie
Mac; (b) have a net worth of not less than $15,000,000 (unless otherwise
approved by each Rating Agency pursuant to clause (ii) below); (c) be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it after the date of such assumption as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee; and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an officer's certificate and an Opinion of Independent
counsel, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies with
the terms of this Agreement. No such assignment or delegation shall affect any
liability of the Master Servicer arising out of acts or omissions prior to the
effective date thereof.

                  SECTION 7.07. Delegation of Duties.



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                  In the ordinary course of business, the Servicer at any time
may delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 7.04.
Except as provided in Section 3.02, no such delegation is permitted that results
in the delegee subservicing any Mortgage Loans. The Servicer shall provide the
Trustee, the Master Servicer and the Trust Administrator with 60 days prior
written notice prior to the delegation of any of its duties to any Person other
than any of the Servicer's Affiliates or their respective successors and
assigns.

                  SECTION 7.08. Reserved.

                  SECTION 7.09. Inspection.

                  Each of the Servicer and the Master Servicer, in its capacity
as such, shall afford the Trustee and the Trust Administrator, upon reasonable
notice, during normal business hours, access to all records maintained by the
Servicer or the Master Servicer, as applicable, in respect of its rights and
obligations hereunder and access to officers of the Servicer and Master Servicer
responsible for such obligations. Upon request, each of the Servicer and the
Master Servicer shall furnish to the Trustee and the Trust Administrator its
most recent publicly available financial statements and such other information
relating to its capacity to perform its obligations under this Agreement.




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                                  ARTICLE VIII

                                     DEFAULT

                  SECTION 8.01. Servicer Events of Termination and Master
                                Servicer Events of Termination.

                  (a) If any one of the following events ("Servicer Events of
         Termination") shall occur and be continuing:

                  (i) (A) The failure by the Servicer to make any Advance; or
         (B) any other failure by the Servicer to deposit in the Collection
         Account or Distribution Account any deposit required to be made under
         the terms of this Agreement which continues unremedied for a period of
         one Business Day after the date upon which written notice of such
         failure shall have been given to the Servicer by the Trustee, the
         Master Servicer or the Trust Administrator or to the Servicer, the
         Trustee, the Master Servicer and the Trust Administrator by any Holders
         of a Regular Certificate evidencing at least 25% of the Voting Rights;
         or

                  (ii) The failure by the Servicer to make any required
         Servicing Advance which failure continues unremedied for a period of 30
         days, or the failure by the Servicer duly to observe or perform, in any
         material respect, any other covenants, obligations or agreements of the
         Servicer as set forth in this Agreement, which failure continues
         unremedied for a period of 30 days, after the date (A) on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Servicer by the Trustee, the Master Servicer or the
         Trust Administrator or to the Trustee, the Master Servicer and the
         Trust Administrator by any Holders of a Regular Certificate evidencing
         at least 25% of the Voting Rights or (B) of actual knowledge of such
         failure by a Servicing Officer of the Servicer; or

                  (iii) The entry against the Servicer of a decree or order by a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of a trustee, conservator, receiver or
         liquidator in any insolvency, conservatorship, receivership,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 60 days; or

                  (iv) The Servicer shall voluntarily go into liquidation,
         consent to the appointment of a conservator or receiver or liquidator
         or similar person in any insolvency, readjustment of debt, marshalling
         of assets and liabilities or similar proceedings of or relating to the
         Servicer or of or relating to all or substantially all of its property;
         or a decree or order of a court or agency or supervisory authority
         having jurisdiction in the premises for the appointment of a
         conservator, receiver, liquidator or similar person in any insolvency,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding-up or liquidation of its affairs, shall
         have been entered against the Servicer and such decree or order shall
         have remained in force undischarged, unbonded or unstayed for a period
         of 60 days; or the Servicer shall admit in writing its inability to pay
         its debts generally as they


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         become due, file a petition to take advantage of any applicable
         insolvency or reorganization statute, make an assignment for the
         benefit of its creditors or voluntarily suspend payment of its
         obligations;

                  (v) Any failure by the Servicer of the Servicer Termination
         Test; or

                  (vi) Without limiting clause (ii) above, any failure by the
         Servicer to duly perform, within the required time period, its
         obligations under Section 3.20, Section 3.21 or Section 3.22, which
         failure continues unremedied for a period of 30 days after the date on
         which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Servicer by any party to this
         Agreement.

then, and in each and every such case, so long as a Servicer Event of
Termination shall not have been remedied within the applicable grace period, (x)
with respect solely to clause (i)(A) above, if such Advance is not made by 11:00
A.M., New York time, on the Business Day immediately following the Servicer
Remittance Date (provided the Trust Administrator shall give the Servicer notice
of such failure to advance by 5:00 P.M. New York time on the Servicer Remittance
Date), the Trustee shall terminate all of the rights and obligations of the
Servicer under this Agreement, to the extent permitted by law, and in and to the
Mortgage Loans and the proceeds thereof and the Master Servicer, or a successor
servicer appointed in accordance with Section 8.02, shall immediately make such
Advance and assume, pursuant to Section 8.02, the duties of a successor
Servicer, (y) in the case of (i)(B), (ii), (iii), (iv), (v) and (vi) above, the
Trustee shall, at the direction of the Master Servicer or the Holders of each
Class of Regular Certificates evidencing Percentage Interests aggregating not
less than 51%, by notice then given in writing to the Servicer (and to the
Master Servicer and the Trust Administrator if given by Holders of
Certificates), terminate all of the rights and obligations of the Servicer as
servicer under this Agreement and (z) in the case of (vii) above, the Trust
Administrator shall, not later than 15 days after the Distribution Date on which
such Servicer Termination Event occurred, notify the Certificateholders of the
existence of such Servicer Event of Termination such notice shall state that
Certificateholders may waive such Servicer Event of Termination by written
notice to the Trust Administrator not later than 75 days after the Distribution
Date on which such Servicer Termination Event occurred, and if the Majority
Certificateholders shall not have so waived such Servicer Event of Termination,
then the Trust Administrator shall direct the Trustee to, and the Trustee shall,
by notice then given in writing to the Servicer, terminate all of the rights and
obligations of the Servicer as servicer under this Agreement. Any such notice to
the Servicer shall also be given to each Rating Agency, the Trust Administrator,
the Depositor and the Master Servicer. On or after the receipt by the Servicer
(and by the Trustee if such notice is given by the Holders) of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or otherwise, shall pass
to and be vested in the Master Servicer pursuant to and under this Section; and,
without limitation, the Master Servicer is hereby authorized and empowered to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and related documents or otherwise. The Servicer agrees to
cooperate with the Master Servicer (or the applicable successor Servicer) in
effecting the termination of the responsibilities and rights of the Servicer
hereunder, including, without limitation, the delivery to the Master Servicer
within ten


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Business Days subsequent to such notice of all documents and records requested
by it to enable it to assume the Servicer's functions under this Agreement, the
transfer within one Business Day subsequent to such notice to the Master
Servicer (or the applicable successor Servicer) for the administration by it of
all cash amounts that shall at the time be held by the Servicer and to be
deposited by it in the Collection Account, the Distribution Account, any REO
Account or any Servicing Account or that have been deposited by the Servicer in
such accounts or thereafter received by the Servicer with respect to the
Mortgage Loans or any REO Property received by the Servicer. All reasonable
costs and expenses (including attorneys' fees) incurred in connection with
transferring the Mortgage Files to the successor Servicer and amending this
Agreement to reflect such succession as Servicer pursuant to this Section and
all other applicable Servicing Transfer Costs shall be paid by the predecessor
Servicer (or if the predecessor Servicer is the Master Servicer or the Trustee,
the initial Servicer) upon presentation of reasonable documentation of such
costs and expenses and to the extent not paid by the Servicer, by the Trust.

                  (b) If any one of the following events ("Master Servicer
Events of Termination") shall occur and be continuing:

                           (i) any failure on the part of the Master Servicer
         duly to observe or perform in any material respect any other of the
         covenants or agreements on the part of the Master Servicer contained in
         this Agreement, or the breach by the Master Servicer of any
         representation and warranty contained in Section 2.04, which continues
         unremedied for a period of 30 days after the date on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Master Servicer by the Depositor or the Trustee or to
         the Master Servicer, the Depositor and the Trustee by the Holders of
         Certificates entitled to at least 25% of the Voting Rights; or

                           (ii) a decree or order of a court or agency or
         supervisory authority having jurisdiction in the premises in an
         involuntary case under any present or future federal or state
         bankruptcy, insolvency or similar law or the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceeding,
         or for the winding-up or liquidation of its affairs, shall have been
         entered against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 90 days; or

                           (iii) the Master Servicer shall consent to the
         appointment of a conservator or receiver or liquidator in any
         insolvency, readjustment of debt, marshalling of assets and liabilities
         or similar proceedings of or relating to it or of or relating to all or
         substantially all of its property; or

                           (iv) the Master Servicer shall admit in writing its
         inability to pay its debts generally as they become due, file a
         petition to take advantage of any applicable insolvency or
         reorganization statute, make an assignment for the benefit of its
         creditors, or voluntarily suspend payment of its obligations.

then, and in each and every such case, so long as such Master Servicer Event of
Termination shall not have been remedied, the Depositor or the Trustee may, and
at the written direction of the Holders


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of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by
notice in writing to the Master Servicer (and to the Depositor if given by the
Trustee or to the Trustee if given by the Depositor) with a copy to each Rating
Agency, terminate all of the rights and obligations of the Master Servicer in
its capacity as Master Servicer under this Agreement, to the extent permitted by
law, and in and to the Mortgage Loans and the proceeds thereof. On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise including, without limitation, the compensation payable to the
Master Servicer under this Agreement after the date of such Termination, shall
pass to and be vested in the Trustee pursuant to and under this Section, and,
without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the
expense of the Master Servicer, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement (provided, however, that the Master Servicer shall continue
to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination and shall continue to be
entitled to the benefits of Section 7.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 8.01(b), the Trustee shall not be deemed to have knowledge of a
Master Servicer Event of Termination unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless written notice of any event which is in fact such a
Master Servicer Event of Termination is received by the Trustee and such notice
references the Certificates, the Trust or this Agreement. The Trustee shall
promptly notify the Rating Agencies of the occurrence of a Master Servicer Event
of Termination of which it has knowledge as provided above.

                  To the extent that the costs and expenses of the Trustee
related to the termination of the Master Servicer, appointment of a successor
Master Servicer or the transfer and assumption of the master servicing by the
Trustee (including, without limitation, (i) all legal costs and expenses and all
due diligence costs and expenses associated with an evaluation of the potential
termination of the Master Servicer as a result of a Master Servicer Event of
Termination and (ii) all costs and expenses associated with the complete
transfer of the master servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor Master Servicer to correct any errors
or insufficiencies in the servicing data or otherwise to enable the successor
Master Servicer to master service the Mortgage Loans in accordance with this
Agreement) and any other Servicing Transfer Costs applicable with respect to a
transfer of master servicing are not fully and timely reimbursed by the
terminated Master Servicer, the Trustee shall be entitled to reimbursement of
such costs and expenses from the Distribution Account.

                  SECTION 8.02. Master Servicer to Act; Appointment of
                                Successor.



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                  (a) Within 90 days of the time the Servicer and the Master
Servicer receive a notice of termination of the Servicer pursuant to Section
8.01 or of resignation of the Servicer pursuant to Section 7.04, the Master
Servicer shall be the successor in all respects to the Servicer in its capacity
as servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof
arising on and after its succession. Notwithstanding the foregoing, the parties
hereto agree that the Master Servicer, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make Advances.
Notwithstanding the foregoing, the Master Servicer, in its capacity as successor
Servicer, shall not be responsible for the lack of information and/or documents
that it cannot obtain through reasonable efforts. As compensation therefor, the
Master Servicer (or such other successor Servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Master Servicer is unwilling to act as successor Servicer or (ii) if the Master
Servicer is legally unable so to act, the Master Servicer shall appoint or
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution, bank or other mortgage loan or home equity loan
servicer having a net worth of not less than $50,000,000 as the successor to the
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Servicer hereunder; provided, that the appointment
of any such successor Servicer will not result in the qualification, reduction
or withdrawal of the ratings assigned to the Certificates by the Rating Agencies
as evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder the Trustee shall act in
such capacity as hereinabove provided. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of
payments on Mortgage Loans in an amount equal to the compensation which the
Servicer would otherwise have received pursuant to Section 3.18 (or such other
compensation as the Trustee and such successor shall agree, not to exceed the
Servicing Fee). The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer to pay any deductible under an insurance
policy pursuant to Section 3.14 or to reimburse the Trustee, the Master Servicer
or the Trust Administrator pursuant to Section 3.06), nor shall any successor
Servicer be liable for any acts or omissions of the predecessor Servicer or for
any breach by such Servicer of any of its representations or warranties
contained herein or in any related document or agreement. The Trust
Administrator, the Master Servicer and the Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. All applicable Servicing Transfer Costs shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer (in which case the
successor Servicer shall be entitled to reimbursement therefor from the assets
of the Trust).

                  (b) Any successor to the Servicer, including the Master
Servicer, shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.14.



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                  (c) [Reserved].

                  (d) In connection with the resignation, removal or expiration
of the term of the Servicer hereunder, or in connection with the resignation or
removal of any successor to the Servicer (or any other successor to the Servicer
appointed hereunder) acting as successor Servicer hereunder, either (i) the
successor Servicer, (or any other successor to the Servicer appointed hereunder)
acting as successor Servicer hereunder, shall represent and warrant that it is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations and the predecessor
Servicer shall execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Servicer or (ii) the predecessor Servicer shall cooperate with the
successor Servicer in causing MERS to execute and deliver an assignment of
Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee.
The predecessor Servicer shall file or cause to be filed any such assignment in
the appropriate recording office. The predecessor Servicer shall bear any and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees and
costs of filing any assignments of Mortgage that may be required under this
paragraph.

                  SECTION 8.03. Waiver of Defaults.

                  The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer or
Master Servicer pursuant to this Article VII, provided, however, that the
Majority Certificateholders may not waive a default in making a required
distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist and any Servicer Event of Termination or Master Servicer Event of
Termination arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereto except to the extent
expressly so waived. Notice of any such waiver shall be given by the Trust
Administrator to the Rating Agencies.

                  SECTION 8.04. Notification to Certificateholders.

                  (a) Upon any termination or appointment of a successor to the
Servicer or the Master Servicer pursuant to this Article VIII or Section 7.04,
the Trust Administrator shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register and each Rating Agency.

                  (b) No later than 60 days after the occurrence of any event
which constitutes or which, with notice or a lapse of time or both, would
constitute a Servicer Event of Termination or a Master Servicer Event of
Termination for five Business Days after a Responsible Officer of the Trustee or
the Trust Administrator becomes aware of the occurrence of such an event, the
Trustee or the Trust Administrator shall transmit by mail to all
Certificateholders notice of such occurrence


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unless such default, Servicer Event of Termination or Master Servicer Event of
Termination shall have been waived or cured.

                  SECTION 8.05. Survivability of Servicer Liabilities.

                  Notwithstanding anything herein to the contrary, upon
termination of the Servicer or the Master Servicer hereunder, any liabilities of
the Servicer or the Master Servicer which accrued prior to such termination, and
any rights of the Servicer or the Master Servicer to payment or reimbursement
hereunder that accrued prior to such termination, shall in each case survive
such termination.

                                   ARTICLE IX

                     THE TRUSTEE AND THE TRUST ADMINISTRATOR

                  SECTION 9.01. Duties of Trustee and the Trust Administrator.

                  The Trustee and the Trust Administrator, prior to the
occurrence of a Master Servicer Event of Termination and after the curing of all
Master Servicer Events of Termination which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If a Master Servicer Event of Termination has occurred (which has not
been cured) of which a Responsible Officer has knowledge, each of the Trustee
and the Trust Administrator shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                  Each of the Trustee and the Trust Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided,
however, that neither the Trustee nor the Trust Administrator will be
responsible for the accuracy or content of any such resolutions, certificates,
statements, opinions, reports, documents or other instruments. If any such
instrument is found not to conform to the requirements of this Agreement in a
material manner the Trustee or the Trust Administrator, as applicable, shall
take such action as it deems appropriate to have the instrument corrected, and
if the instrument is not corrected to the Trustee's or the Trust Administrator's
satisfaction, the Trustee or the Trust Administrator, as applicable, will
provide notice thereof to the Certificateholders.

                  The Trust Administrator agrees to notify the Master Servicer
in writing no later than 5:00 pm (Eastern Time) on each Servicer Remittance Date
of the aggregate dollar amount of the funds received by the Trust Administrator
from the Servicer on such Servicer Remittance Date and any other information
reasonably requested by the Master Servicer, so as to enable the Master Servicer
to make the reconciliations and verifications required to be made by it pursuant
to Section 4.01.



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                  No provision of this Agreement shall be construed to relieve
the Trustee or the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:

                  (i) prior to the occurrence of a Master Servicer Event of
         Termination, and after the curing of all such Master Servicer Events of
         Termination which may have occurred, the duties and obligations of the
         Trustee and the Trust Administrator shall be determined solely by the
         express provisions of this Agreement, the Trustee and the Trust
         Administrator shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this Agreement,
         no implied covenants or obligations shall be read into this Agreement
         against the Trustee or the Trust Administrator and, in the absence of
         bad faith on the part of the Trustee or the Trust Administrator, as
         applicable, the Trustee or the Trust Administrator, as applicable, may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee or the Trust Administrator, as the
         case may be, and conforming to the requirements of this Agreement;

                  (ii) Neither the Trustee nor the Trust Administrator shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer of the Trustee or the Trust Administrator, as
         applicable, unless it shall be proved that the Trustee or the Trust
         Administrator, as the case may be, was negligent in ascertaining the
         pertinent facts;

                  (iii) Neither the Trustee nor the Trust Administrator shall be
         personally liable with respect to any action taken, suffered or omitted
         to be taken by it in good faith in accordance with the direction of the
         Majority Certificateholders relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee or
         the Trust Administrator, as applicable, or exercising or omitting to
         exercise any trust or power conferred upon the Trustee, under this
         Agreement; and

                  (iv) Neither the Trustee nor the Trust Administrator shall be
         charged with knowledge of any failure by the Servicer to comply with
         the obligations of the Servicer referred to in clauses (i) and (ii) of
         Section 8.01(a) or of the existence of any Servicer Termination Event
         unless a Responsible Officer of the Trustee or the Trust Administrator,
         as applicable, at the Corporate Trust Office obtains actual knowledge
         of such failure or the Trustee or the Trust Administrator, as
         applicable, receives written notice of such failure from the Depositor,
         the Servicer or the Majority Certificateholders.

                  Neither the Trustee nor the Trust Administrator shall be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee, the Trust Administrator or the
Master Servicer to perform, or be responsible for the manner of performance of,
any of the obligations of the Servicer under this Agreement, except during such
time, if any, as the Master Servicer shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer in accordance
with the terms of this Agreement.


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                  SECTION 9.02. Certain Matters Affecting the Trustee and the
                                Trust Administrator.

                  (a) Except as otherwise provided in Section 9.01:

                  (i) Either the Trustee or the Trust Administrator may request
         and rely upon, and shall be protected in acting or refraining from
         acting upon, any resolution, Officers' Certificate, certificate of
         auditors or any other certificate, statement, instrument, opinion,
         report, notice, request, consent, order, appraisal, bond or other paper
         or document reasonably believed by it to be genuine and to have been
         signed or presented by the proper party or parties, and the manner of
         obtaining consents and of evidencing the authorization of the execution
         thereof by Certificateholders shall be subject to such reasonable
         regulations as the Trustee or the Trust Administrator may prescribe;

                  (ii) Either the Trustee or the Trust Administrator may consult
         with counsel and any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken or suffered
         or omitted by it hereunder in good faith and in accordance with such
         Opinion of Counsel;

                  (iii) Neither the Trustee nor the Trust Administrator shall be
         under any obligation to exercise any of the rights or powers vested in
         it by this Agreement, or to institute, conduct or defend any litigation
         hereunder or in relation hereto, at the request, order or direction of
         any of the Certificateholders, pursuant to the provisions of this
         Agreement, unless such Certificateholders shall have offered to the
         Trustee or the Trust Administrator, as applicable, reasonable security
         or indemnity against the costs, expenses and liabilities which may be
         incurred therein or thereby; the right of the Trustee or the Trust
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Trust Administrator shall be answerable for other than its
         negligence or willful misconduct in the performance of any such act;

                  (iv) Neither the Trustee nor the Trust Administrator shall be
         personally liable for any action taken, suffered or omitted by it in
         good faith and believed by it to be authorized or within the discretion
         or rights or powers conferred upon it by this Agreement;

                  (v) prior to the occurrence of a Master Servicer Event of
         Termination and after the curing of all Master Servicer Events of
         Termination which may have occurred, neither the Trustee nor the Trust
         Administrator shall be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or documents, unless requested in writing to do so
         by the Majority Certificateholder; provided, however, that if the
         payment within a reasonable time to the Trustee or the Trust
         Administrator, as applicable, of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee or the Trust Administrator, as applicable,
         not reasonably assured to the Trustee or the Trust Administrator, as
         applicable, by the security afforded to it by the terms of this
         Agreement, the Trustee or the Trust Administrator, as applicable, may
         require reasonable indemnity against such cost, expense or liability as
         a condition to such


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         proceeding. The reasonable expense of every such examination shall be
         paid by the Servicer or, if paid by the Trustee or the Trust
         Administrator, shall be reimbursed by the Servicer upon demand and, if
         not reimbursed by the Servicer, shall be reimbursed by the Trust.
         Nothing in this clause (v) shall derogate from the obligation of the
         Servicer to observe any applicable law prohibiting disclosure of
         information regarding the Mortgagors;

                  (vi) Neither the Trustee nor the Trust Administrator shall be
         accountable, shall have any liability and makes no representation as to
         any acts or omissions hereunder of the Servicer;

                  (vii) Either the Trustee or the Trust Administrator may
         execute any of the trusts or powers hereunder or perform any duties
         hereunder either directly or by or through agents or attorneys,
         custodians or nominees;

                  (viii) The right of the Trustee or the Trust Administrator to
         perform any discretionary act enumerated in this Agreement shall not be
         construed as a duty, and neither the Trustee nor the Trust
         Administrator shall be answerable for other than its negligence or
         willful misconduct in the performance of such act;

                  (ix) The Trust Administrator shall not be personally liable
         for any loss resulting from the investment of funds held in the
         Collection Account or the REO Account made at the direction of the
         Servicer pursuant to Section 3.12; and

                  (x) Neither the Trustee, the Trust Administrator, nor any
         Affiliate of either of them is permitted to receive compensation that
         could be deemed to be in the Trustee's or the Trust Administrator's, as
         applicable, economic self-interest for (i) serving as investment
         adviser, administrator, shareholder, servicing agent, custodian or
         sub-custodian with respect to certain of the Permitted Investments,
         (ii) using Affiliates to effect transactions in certain Permitted
         Investments and (iii) effecting transactions in certain Permitted
         Investments. Such compensation shall not be considered an amount that
         is reimbursable or payable pursuant to Section 3.11.

                  SECTION 9.03. Neither Trustee nor Trust Administrator Liable
                                for Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates (other
than the authentication of the Trustee or the Trust Administrator on the
Certificates) shall be taken as the statements of the Depositor, and neither the
Trustee nor the Trust Administrator (in its role as such) assumes any
responsibility for the correctness of the same. Neither the Trustee nor the
Trust Administrator makes any representations as to the validity or sufficiency
of this Agreement or of the Certificates (other than the signature and
authentication of the Trustee or the Trust Administrator on the Certificates) or
of any Mortgage Loan or related document or MERS or the MERS System other than
with respect to the Trustee's or the Trust Administrator's execution and
authentication of the Certificates. Neither the Trustee nor the Trust
Administrator (in its role as such) shall be accountable for the use or
application by the Servicer or the Master Servicer, or for the use or
application of any funds paid to the Servicer or the Master Servicer (in its
role as such) in respect of the Mortgage Loans or deposited


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in or withdrawn from the Collection Account by the Servicer. Neither the Trustee
nor the Trust Administrator (in its role as such) shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon; the validity of the assignment of any Mortgage Loan to the
Trustee or of any intervening assignment; the completeness of any Mortgage Loan;
the performance or enforcement of any Mortgage Loan; the compliance by the
Depositor, the Originator, the Master Servicer or the Servicer with any warranty
or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee's or the
Trust Administrator receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Servicer or Master Servicer or any loss resulting therefrom, it being
understood that the Trustee or the Trust Administrator, as applicable, shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Servicer, the Master Servicer, any
Sub-Servicer or any Mortgagor; any action of the Servicer, the Master Servicer
or any Sub- Servicer taken in the name of the Trustee or the Trust
Administrator; the failure of the Servicer, the Master Servicer or any
Sub-Servicer to act or perform any duties required of it hereunder; or any
action by the Trustee or the Trust Administrator taken at the instruction of the
Servicer or the Master Servicer; provided, however, that the foregoing shall not
relieve the Trustee or the Trust Administrator of its obligation to perform its
duties under this Agreement, including, without limitation, the Trustee's duty
to review the Mortgage Files pursuant to Section 2.01. Neither the Trustee nor
the Trust Administrator (in its capacity as such) shall have any responsibility
for filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder.

                  SECTION 9.04. Trustee and Trust Administrator May Own
                                Certificates.

                  Either the Trustee or the Trust Administrator in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee or Trust
Administrator and may transact any banking and trust business with the
Originator, the Servicer, the Depositor or their Affiliates.

                  SECTION 9.05. Trustee's and Trust Administrator's Fees and
                                Expenses.

                  (a) The Trust Administrator shall withdraw from the
Distribution Account on each Distribution Date and pay to itself the Trust
Administration Fee with respect to the calendar month that immediately preceded
the month of such Distribution Date. As additional compensation for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties of the Trust Administrator
hereunder, the Trust Administrator shall be permitted to retain the income,
payable to the Trust Administrator from time to time, from investment of or
earnings on the funds from time to time in the Distribution Account, as provided
in Section 3.12. The annual fees of the Trustee hereunder and of the Custodian
shall be paid in accordance with a side letter agreement with the Trust
Administrator and at the sole expense


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of the Trust Administrator. The Trustee, the Trust Administrator, the Custodian
or any director, officer, employee or agent of any of them, shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense (not
including expenses and disbursements incurred or made by the Trustee or the
Trust Administrator, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the
Trustee's, the Custodian's on its behalf or the Trust Administrator's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee, by the Custodian on its behalf or by the Trust Administrator arising
out of or in connection with the acceptance or administration of the obligations
and duties of the Trustee or the Trust Administrator under this Agreement, other
than any loss, liability or expense (i) resulting from a breach of the
Servicer's or the Master Servicer's obligations and duties under this Agreement
for which the Trustee, the Custodian or the Trust Administrator, as applicable,
is indemnified under Section 9.05(b) or Section 9.05(c) or (ii) any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence of the Trustee, of the Custodian on its behalf or of the Trust
Administrator, as applicable, in the performance of its duties hereunder or by
reason of the Trustee's, the Custodian's on its behalf or the Trust
Administrator's , as applicable, reckless disregard of obligations and duties
hereunder or as a result of a breach of the Trustee's or the Trust
Administrator's, as applicable, obligations under Article X hereof. Any amounts
payable to the Trustee, the Custodian, the Trust Administrator or any director,
officer, employee or agent of the Trustee, the Custodian or the Trust
Administrator, in respect of the indemnification provided by this Section
9.05(a), or pursuant to any other right of reimbursement from the Trust Fund
that the Trustee, the Custodian, the Trust Administrator or any director,
officer, employee or agent of the Trustee, the Custodian or the Trust
Administrator, may have hereunder in its capacity as such, may be withdrawn by
the Trust Administrator from the Distribution Account at any time. The foregoing
indemnity shall survive the resignation or removal of the Trustee or the Trust
Administrator.

                  (b) The Servicer agrees to indemnify the Trustee, the Trust
Administrator or any director, officer, employee or agent of the Trustee or the
Trust Administrator from, and hold it harmless against, any loss, liability or
expense resulting from a breach of the Servicer's obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee, the Trust
Administrator and the Servicer for actions prior to such resignation or removal.
Any payment hereunder made by the Servicer to the Trustee or the Trust
Administrator shall be from the Servicer's own funds, without reimbursement from
the Trust Fund therefor.

                  (c) The Master Servicer agrees to indemnify the Trustee, the
Trust Administrator or any director, officer, employee or agent of the Trustee
or the Trust Administrator from, and hold it harmless against, any loss,
liability or expense resulting from a breach of the Master Servicer's
obligations and duties under this Agreement, to the extent the Master Servicer
is not excluded from such liability pursuant to Section 7.03. Such indemnity
shall survive the termination or discharge of this Agreement and the resignation
or removal of the Trustee, the Trust Administrator and the Master Servicer for
actions prior to such resignation or removal. Any payment hereunder made by the
Master Servicer to the Trustee or the Trust Administrator shall be from the
Master Servicer's own funds, without reimbursement from the Trust Fund therefor.

                  SECTION 9.06. Eligibility Requirements for Trustee and Trust
                                Administrator.



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                  Each of the Trustee and the Trust Administrator hereunder
shall at all times be an entity duly organized and validly existing under the
laws of the United States of America or any state thereof, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or
state authority. If such entity publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.06, the combined
capital and surplus of such entity shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The principal offices of each of the Trustee and the Trust Administrator (other
than the initial Trustee and initial Trust Administrator) shall be in a state
with respect to which an Opinion of Counsel has been delivered to such Trustee
or Trust Administrator, as applicable, at the time such Trustee or Trust
Administrator, as applicable, is appointed Trustee or Trust Administrator, as
applicable, to the effect that the Trust will not be a taxable entity under the
laws of such state. In case at any time the Trustee or the Trust Administrator
shall cease to be eligible in accordance with the provisions of this Section
9.06, the Trustee or the Trust Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section 9.07.

                  SECTION 9.07. Resignation or Removal of Trustee or Trust
                                Administrator.

                  The Trustee or the Trust Administrator may at any time resign
and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Servicer, the Master Servicer, each Rating Agency
and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust
Administrator is resigning, to the Trustee. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or Trust
Administrator, (which may be the same Person in the event both the Trustee and
the Trust Administrator resign or are removed) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee or Trust Administrator, as applicable, and one copy to the successor
Trustee or Trust Administrator. If no successor Trustee or Trust Administrator,
as applicable, shall have been so appointed and having accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or Trust Administrator may petition any court of competent jurisdiction
for the appointment of a successor Trustee or Trust Administrator, as
applicable.

                  If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 9.06 and shall
fail to resign after written request therefor by the Depositor (or in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall be legally unable to act, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the Servicer may remove the Trustee or the Trust Administrator, as
applicable. If the Depositor or the Servicer removes the Trustee or the Trust
Administrator under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint a successor Trustee or Trust Administrator, as
applicable, by written instrument, in duplicate, one copy of which instrument
shall be delivered to the Trustee or Trust Administrator so removed and one copy
to the successor Trustee or Trust Administrator.



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                  The Majority Certificateholders may at any time remove the
Trustee or the Trust Administrator by written instrument or instruments
delivered to the Servicer, the Depositor and, if the Trustee is resigning, to
the Trust Administrator, or, if the Trust Administrator is resigning, to the
Trustee; the Depositor shall thereupon use its best efforts to appoint a
successor Trustee or Trust Administrator in accordance with this Section 9.07.

                  Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor Trustee or Trust Administrator
pursuant to any of the provisions of this Section 9.07 shall not become
effective until acceptance of appointment by the successor Trustee or Trust
Administrator, as applicable, as provided in Section 9.08.

                  Notwithstanding anything to the contrary contained herein, the
Master Servicer and the Trust Administrator shall at all times be the same
Person, so long as a master servicer continues to be required hereunder.

                  SECTION 9.08. Successor Trustee or Trust Administrator.

                  Any successor Trustee or Trust Administrator appointed as
provided in Section 9.07 shall execute, acknowledge and deliver to the
Depositor, the Servicer and to its predecessor Trustee or Trust Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Trust Administrator shall become
effective, and such successor Trustee or Trust Administrator, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee or Trust Administrator. The Depositor, the
Servicer and the predecessor Trustee or Trust Administrator shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Trustee Trust
Administrator all such rights, powers, duties and obligations.

                  No successor Trustee or Trust Administrator shall accept
appointment as provided in this Section 9.08 unless at the time of such
acceptance such successor Trustee or Trust Administrator shall be eligible under
the provisions of Section 9.06 and the appointment of such successor Trustee or
Trust Administrator shall not result in a downgrading of the Regular
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor Trustee or Trust
Administrator as provided in this Section 9.08, the successor Trustee or Trust
Administrator shall mail notice of the appointment of a successor Trustee or
Trust Administrator hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to each Rating Agency.

                  SECTION 9.09. Merger or Consolidation of Trustee or Trust
                                Administrator.

                  Any entity into which the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Trustee or
the Trust Administrator shall be a party, or any entity succeeding to the
business of the Trustee or Trust Administrator, shall be the successor of the
Trustee or the Trust Administrator hereunder, as applicable, provided such
entity shall be eligible


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under the provisions of Section 9.06 and 9.08, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

                  SECTION 9.10. Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or any Mortgaged Property may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 9.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. Any such co-trustee or separate trustee shall be subject
to the written approval of the Servicer. If the Servicer shall not have joined
in such appointment within 15 days after the receipt by it of a request so to
do, or in the case a Servicer Event of Termination shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 9.06, and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.08. The Servicer shall be responsible for the
fees of any co-trustee or separate trustee appointed hereunder.

                  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Master Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Trustee;

                  (ii) no trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder; and

                  (iii) the Servicer and the Trustee, acting jointly, may at any
         time accept the resignation of or remove any separate trustee or
         co-trustee except that following the occurrence of a Servicer Event of
         Termination, the Trustee acting alone may accept the resignation or
         remove any separate trustee or co-trustee.



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                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Depositor and the Servicer.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.

                  SECTION 9.11. Limitation of Liability.

                  The Certificates are executed by the Trustee or the Trust
Administrator, as applicable, not in its individual capacity but solely as
Trustee or Trust Administrator of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee or the Trust Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Trustee or the Trust Administrator but is made and intended for the purpose
of binding only the Trust.

                  SECTION 9.12. Trustee or Trust Administrator May Enforce
                                Claims Without Possession of Certificates.

                  (a) All rights of action and claims under this Agreement or
the Certificates may be prosecuted and enforced by the Trustee or the Trust
Administrator without the possession of any of the Certificates or the
production thereof in any proceeding relating thereto, and such proceeding
instituted by the Trustee or the Trust Administrator shall be brought in its own
name or in its capacity as Trustee or Trust Administrator for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee or the Trust
Administrator and its agents and counsel, be for the ratable benefit of the
Certificateholders in respect of which such judgment has been recovered.

                  (b) The Trustee and the Trust Administrator shall afford the
Originator, the Depositor, the Servicer and each Certificateholder upon
reasonable prior notice during normal business hours, access to all records
maintained by the Trustee and the Trust Administrator in respect of its duties
hereunder and access to officers of the Trustee or the Trust Administrator, as
applicable, responsible for performing such duties. Upon request, the Trustee or
the Trust Administrator shall furnish the Depositor, the Servicer and any
requesting Certificateholder with its most recent financial statements. The
Trustee and the Trust Administrator shall cooperate fully with the Originator,
the


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Servicer, the Depositor and such Certificateholder and shall make available to
the Originator, the Servicer, the Depositor and such Certificateholder for
review and copying such books, documents or records as may be requested with
respect to the Trustee's or the Trust Administrator's duties hereunder. The
Originator, the Depositor, the Servicer and the Certificateholders shall not
have any responsibility or liability for any action or failure to act by the
Trustee or the Trust Administrator and are not obligated to supervise the
performance of the Trustee or the Trust Administrator under this Agreement or
otherwise.

                  SECTION 9.13. Suits for Enforcement.

                  In case a Servicer Event of Termination or other default by
the Servicer or the Depositor hereunder shall occur and be continuing, the
Trustee, shall, at the direction of the Majority Certificateholders, or the
Trustee or the Trust Administrator may, proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee or the Trust
Administrator, being advised by counsel, and subject to the foregoing, shall
deem most effectual to protect and enforce any of the rights of the Trustee, the
Trust Administrator and the Certificateholders.

                  SECTION 9.14. Waiver of Bond Requirement.

                  The Trustee and the Trust Administrator shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee or the
Trust Administrator post a bond or other surety with any court, agency or body
whatsoever.

                  SECTION 9.15. Waiver of Inventory, Accounting and Appraisal
                                Requirement.

                  The Trustee and the Trust Administrator shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee or the
Trust Administrator file any inventory, accounting or appraisal of the Trust
with any court, agency or body at any time or in any manner whatsoever.

                  SECTION 9.16. Letter of Representations.

                  The Depositor and the Trustee hereby authorize the Trust
Administrator to execute the Letter of Representations to the Depository, in its
capacity as Trust Administrator, on behalf of the Trustee in its capacity as
Trustee of the Trust, in turn on behalf of the Certificateholders. The action of
the Trust Administrator, in so executing such Letter of Representations prior to
the Closing Date, is hereby approved and ratified by the Depositor and the
Trustee.




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                                    ARTICLE X

                              REMIC ADMINISTRATION

                  SECTION 10.01. REMIC Administration.

                  (a) REMIC elections as set forth in the Preliminary Statement
shall be made by the Trust Administrator on Form 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. The regular interests
and residual interest in each REMIC shall be as designated in the Preliminary
Statement.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC within the meaning of section 860G(a)(9) of the Code.

                  (c) The Trust Administrator shall pay any and all expenses
relating to any tax audit of any REMIC (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), including the expense of obtaining any tax related Opinion of
Counsel. The Trust Administrator shall be entitled to reimbursement of expenses
incurred pursuant to this Section 10.01(c) to the extent provided in Section
9.05.

                  (d) The Trust Administrator shall prepare, sign and file, all
of the REMICs' federal and state tax and information returns (including Form
8811) as the direct representative each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trust Administrator.

                  (e) The Holder of the Class R Certificate at any time holding
the largest Percentage Interest thereof shall be the "tax matters person" as
defined in the REMIC Provisions (the related "Tax Matters Person") with respect
to REMIC 1 and REMIC 2 and shall act as Tax Matters Person for REMIC 1 and REMIC
2. The Trust Administrator, as agent for the Tax Matters Person, shall perform
on behalf of each REMIC all reporting and other tax compliance duties that are
the responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trust Administrator, as agent for the
Tax Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or reports as
are required by the Code or REMIC Provisions. The Trust Administrator, as agent
for the Tax Matters Person, shall represent each REMIC in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year of
any REMIC, enter into settlement agreements with any government taxing agency,
extend any statute of limitations relating to any item of any REMIC and
otherwise act on behalf of any REMIC in relation to any tax matter involving the
Trust.



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                  (f) The Trustee, the Trust Administrator, the Servicer, the
Master Servicer and the Holders of Certificates shall take any action or cause
the REMIC to take any action necessary to create or maintain the status of each
REMIC as a REMIC under the REMIC Provisions and shall assist each other as
necessary to create or maintain such status. Neither the Trustee, the Trust
Administrator, the Servicer, the Master Servicer nor the Holder of any Residual
Certificate shall take any action, cause any REMIC created hereunder to take any
action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a tax
upon such REMIC (including but not limited to the tax on prohibited transactions
as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee, the Trust Administrator, the Servicer and the Master
Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC created hereunder or the
assets therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee, the Trust Administrator, the Master
Servicer and the Servicer, or their respective designees, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any REMIC, and no such Person shall take any such action or cause any
REMIC to take any such action as to which the Trustee, the Trust Administrator,
the Master Servicer or the Servicer has advised it in writing that an Adverse
REMIC Event could occur.

                  (g) Each Holder of a Residual Certificate shall pay when due
any and all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trust Administrator shall pay any remaining
REMIC taxes out of current or future amounts otherwise distributable to the
Holder of the Residual Certificate in the REMICs or, if no such amounts are
available, out of other amounts held in the Distribution Account, and shall
reduce amounts otherwise payable to Holders of regular interests in the related
REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or
local tax, including franchise taxes, as a result of a determination that such
REMIC is domiciled in the State of California for state tax purposes by virtue
of the location of the Servicer, the Servicer agrees to pay on behalf of such
REMIC when due, any and all state and local taxes imposed as a result of such a
determination, in the event that the Holder of the related Residual Certificate
fails to pay such taxes, if any, when imposed.

                  (h) The Trust Administrator, as agent for the Tax Matters
Person, shall, for federal income tax purposes, maintain books and records with
respect to each REMIC created hereunder on a calendar year and on an accrual
basis.

                  (i) No additional contributions of assets shall be made to any
REMIC created hereunder, except as expressly provided in this Agreement with
respect to eligible substitute mortgage loans.

                  (j) Neither the Trustee, the Trust Administrator, the Servicer
nor the Master Servicer shall enter into any arrangement by which any REMIC
created hereunder will receive a fee or other compensation for services.


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                  (k) On or before April 15 of each calendar year beginning in
2005, the Servicer shall deliver to the Trustee, the Trust Administrator and
each Rating Agency an Officers' Certificate stating the Servicer's compliance
with the provisions of this Section 10.01.

                  (l) The Trust Administrator will apply for an Employee
Identification Number from the Internal Revenue Service via a Form SS-4 or other
acceptable method for all tax entities and shall complete the Form 8811.

                  SECTION 10.02. Prohibited Transactions and Activities.

                  None of the Depositor, the Servicer, the Master Servicer, the
Trustee nor the Trust Administrator shall sell, dispose of, or substitute for
any of the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC created hereunder pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Distribution Account for gain, nor accept any contributions to either REMIC
after the Closing Date, unless it has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC or of the
interests therein other than the Residual Certificates as the regular interests
therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC Provisions.

                  SECTION 10.03. Indemnification with Respect to Certain Taxes
                                 and Loss of REMIC Status.

                  (a) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Trustee, the
Trust Administrator and the Trust Fund against any and all losses, claims,
damages, liabilities or expenses ("Losses") resulting from such negligence;
provided, however, that the Servicer shall not be liable for any such Losses
attributable to the action or inaction of the Trustee, the Trust Administrator,
the Depositor or the Holder of such Residual Certificate, as applicable, nor for
any such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Servicer has relied. The foregoing shall not
be deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Servicer have any
liability (1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than arising out of a
negligent performance by the Servicer of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the Certificates).


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                  (b) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee or the Trust
Administrator of its duties and obligations set forth herein, the Trustee or the
Trust Administrator, as applicable, shall indemnify the Trust Fund against any
and all Losses resulting from its own negligence; provided, however, that
neither the Trustee nor the Trust Administrator shall be liable for any such
Losses attributable to the action or inaction of the Servicer, the Depositor or
the Holder of such Residual Certificate, as applicable, nor for any such Losses
resulting from misinformation provided by the Holder of such Residual
Certificate on which the Trustee or the Trust Administrator has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Trustee or
the Trust Administrator have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Trustee or the Trust
Administrator, as applicable, of its duties and obligations set forth herein,
and (3) for any special or consequential damages to Certificateholders (in
addition to payment of principal and interest on the Certificates).




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                                   ARTICLE XI

                                   TERMINATION

                  SECTION 11.01. Termination.

                  (a) The respective obligations and responsibilities of the
Servicer, the Depositor, the Trustee and the Trust Administrator created hereby
(other than the obligation of the Trust Administrator to make certain payments
to Certificateholders after the final Distribution Date and the obligation of
the Servicer to send certain notices as hereinafter set forth) shall terminate
upon notice to the Trustee and the Trust Administrator upon the earliest of (i)
the Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
by the Terminator of the Mortgage Loans as described below and (iv) the
Distribution Date in August 2033. Notwithstanding the foregoing, in no event
shall the trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.

                  The Servicer (in such capacity, the "Terminator"), may, at its
option, terminate this Agreement on any date on which the aggregate of the
Principal Balances of the Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) on such date is equal to or less than 10% of the
aggregate Principal Balances of the Original Mortgage Loans on the Cut-off Date,
by purchasing, on the next succeeding Distribution Date, all of the outstanding
Mortgage Loans and REO Properties at a price equal to the greater of (i) the
Principal Balance of the Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and the appraised value of the REO Properties and
(ii) fair market value of the Mortgage Loans and REO Properties (as determined
and as agreed upon as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to the
related Certificateholders pursuant to Section 11.01(c) by (x) the Terminator
and (y) if the Class A Certificates or a Class of Mezzanine Certificates will
not receive all amounts owed to it as a result of the termination, the Trustee,
provided that if this clause (y) applies to such determination, such
determination shall be based solely upon an appraisal obtained as provided in
the last sentence of this paragraph), plus accrued and unpaid interest thereon
at the weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances,
Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO
Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the
"Termination Price"); provided, however, such option may only be exercised if
the Termination Price is sufficient to result in the payment of all interest
accrued on, as well as amounts necessary to retire the principal balance of,
each class of notes issued pursuant to an Indenture. If the determination of the
fair market value of the Mortgage Loans and REO Properties shall be required to
be made and agreed upon by the Terminator and the Trustee as provided in above,
such determination shall be based on an appraisal of the value of the Mortgage
Loans and REO Properties conducted by an independent appraiser mutually agreed
upon


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by the Terminator and the Trustee in their reasonable discretion, and (A) such
appraisal shall be obtained at no expense to the Trustee and (B) the Trustee may
conclusively rely on, and shall be protected in relying on, such appraisal.

                  In connection with any such purchase pursuant to the preceding
paragraph, the Terminator shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

                  Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

                  (b) Notice of any termination, specifying the Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Trust Administrator upon the Trust Administrator receiving
notice of such date from the Terminator, by letter to the Certificateholders
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying (1) the
Distribution Date upon which final distribution of the Certificates will be made
upon presentation and surrender of such Certificates at the office or agency of
the Trust Administrator therein designated, (2) the amount of any such final
distribution and (3) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified.

                  (c) Upon presentation and surrender of the Certificates, the
Trust Administrator shall cause to be distributed to the Holders of the
Certificates on the Distribution Date for such final distribution, in proportion
to the Percentage Interests of their respective Class and to the extent that
funds are available for such purpose, an amount equal to the amount required to
be distributed to such Holders in accordance with the provisions of Section 5.01
for such Distribution Date. By acceptance of the Residual Certificates, the
Holders of the Residual Certificates agree, in connection with any termination
hereunder, to assign and transfer any amounts in excess of the par value of the
Mortgage Loans, and to the extent received in respect of such termination, to
pay any such amounts to the Holders of the Class C Certificates.

                  (d) In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trust Administrator shall promptly following
such date cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate Servicing
Account for the benefit of such Certificateholders, and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders, to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within nine months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Residual Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Trust Administrator
upon


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transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Residual Certificateholders for
payment.

                  SECTION 11.02. Additional Termination Requirements.

                  (a) In the event that the Terminator exercises its purchase
         option as provided in Section 11.01, each REMIC shall be terminated in
         accordance with the following additional requirements, unless the
         Trustee and the Trust Administrator shall have been furnished with an
         Opinion of Counsel to the effect that the failure of the Trust to
         comply with the requirements of this Section will not (i) result in the
         imposition of taxes on "prohibited transactions" of the Trust as
         defined in Section 860F of the Code or (ii) cause any REMIC
         constituting part of the Trust Fund to fail to qualify as a REMIC at
         any time that any Certificates are outstanding:

                  (i) Within 90 days prior to the final Distribution Date, the
         Terminator shall adopt and the Trust Administrator shall sign a plan of
         complete liquidation of each REMIC created hereunder meeting the
         requirements of a "Qualified Liquidation" under Section 860F of the
         Code and any regulations thereunder; and

                  (ii) At or after the time of adoption of such a plan of
         complete liquidation and at or prior to the final Distribution Date,
         the Trust Administrator shall sell all of the assets of the Trust Fund
         to the Terminator for cash pursuant to the terms of the plan of
         complete liquidation.

                  (b) By their acceptance of Certificates, the Holders thereof
         hereby agree to appoint the Trust Administrator as their attorney in
         fact to: (i) adopt such a plan of complete liquidation (and the
         Certificateholders hereby appoint the Trust Administrator as their
         attorney in fact to sign such plan) as appropriate and (ii) to take
         such other action in connection therewith as may be reasonably required
         to carry out such plan of complete liquidation all in accordance with
         the terms hereof.


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                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  SECTION 12.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer, the Master Servicer, the Trustee and the Trust
Administrator; and without the consent of the Certificateholders (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein which may be
defective or inconsistent with any other provisions herein (iii) to amend the
provisions of Section 5.06 or (iv) to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; provided that such action
shall not (as evidenced by either (a) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator or (b) written notice to the Depositor, the
Servicer, the Trustee and the Trust Administrator from the party seeking such
amendment containing evidence that such action will not result in the reduction
or withdrawal of the rating of any outstanding Class of Certificates by any
Rating Agency) adversely affect in any material respect the interests of any
Certificateholder. No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel or evidence of Rating Agency approval shall
be required to address the effect of any such amendment on any such consenting
Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel
nor written notice to the Depositor, the Servicer, the Trustee or the Trust
Administrator from the Rating Agencies will be required in connection with an
amendment to the provisions of Section 5.06.

                  In addition, this Agreement may be amended from time to time
by the Depositor, the Servicer, the Master Servicer, the Trustee and the Trust
Administrator with the consent of the Majority Certificateholders for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment or waiver
shall (x) reduce in any manner the amount of, or delay the timing of, payments
on the Certificates or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate, (y) adversely
affect in any material respect the interests of the Holders of any Class of
Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator or (ii) written notice to the Depositor, the
Servicer, the Trustee and the Trust Administrator from the party seeking such
amendment containing evidence that such action will not result in the reduction
or withdrawal of the rating of any outstanding Class of Certificates by any
Rating Agency) in a manner other than as described in clause (x) above, without
the consent of the Holders of Certificates of such Class evidencing at least a
66% Percentage Interest in such Class, or (z) reduce the percentage of Voting
Rights required by clause (y) above without the consent of the Holders of all
Certificates of such Class then outstanding. Upon approval of an amendment, a
copy of such amendment shall be sent to the Rating Agencies.

                  Notwithstanding any provision of this Agreement to the
contrary, neither the Trustee nor the Trust Administrator shall consent to any
amendment to this Agreement unless it shall have first received an Opinion of
Counsel, delivered by (and at the expense of) the Person seeking such Amendment,
to the effect that such amendment is permitted hereunder and will not result in
the


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imposition of a tax on any REMIC created hereunder constituting part of the
Trust Fund pursuant to the REMIC Provisions or cause any REMIC created hereunder
constituting part of the Trust to fail to qualify as a REMIC at any time that
any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof.

                  Promptly after the execution of any such amendment the Trustee
shall furnish, at the expense of the Person that requested the amendment if such
Person is the Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment; instead it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee or the Trust
Administrator may prescribe.

                  Each of the Trustee or the Trust Administrator may, but shall
not be obligated to, enter into any amendment pursuant to this Section 12.01
that affects its rights, duties and immunities under this Agreement or
otherwise.

                  SECTION 12.02. Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Trust, but only upon direction of
Certificateholders accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.

                  SECTION 12.03. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  Except as expressly provided for herein, no Certificateholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, or the


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obligations of the parties hereto, nor shall anything herein set forth or
contained in the terms of the Certificates be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 12.03 each and every Certificateholder, the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 12.04. Governing Law; Jurisdiction.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws. With respect
to any claim arising out of this Agreement, each party irrevocably submits to
the exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

                  SECTION 12.05. Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, by facsimile or by express
delivery service, to (a) in the case of the Servicer, Fremont Investment & Loan,
175 North Riverview Drive, Anaheim, California 92808, Attention: SVP Finance, or
such other address or telecopy number as may hereafter be furnished to the
Depositor, the Master Servicer, the Trustee and the Trust Administrator in
writing by the Servicer, (b) in the case of the


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Trustee, HSBC Bank USA, 452 Fifth Avenue, New York, NY 10018, Attention: Issuer
Services, or such other address or telecopy number as may hereafter be furnished
to the Depositor, the Servicer, the Master Servicer and the Trust Administrator
in writing by the Trustee, (c) in the case of the Master Servicer or the Trust
Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
Attention: Fremont Home Loan Trust 2004-B, with a copy to Wells Fargo Bank,
N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Fremont Home
Loan Trust 2004-B, with a copy to Wells Fargo Bank, N.A., Sixth and Marquette,
Minneapolis, Minnesota 55479, Attention: Fremont Home Loan Trust 2004-B, or such
other address or telecopy number as may hereafter be furnished to the Depositor,
the Servicer and the Trustee in writing by the Trust Administrator (d) in the
case of the Depositor, Financial Asset Securities Corp., 600 Steamboat Road,
Greenwich, Connecticut 06830, Attention: Legal, or such other address as may be
furnished to the Servicer, the Master Servicer, the Trustee and the Trust
Administrator in writing by the Depositor. Any notice required or permitted to
be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Notice of any Servicer Event of Termination shall be given by telecopy and by
certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.

                  SECTION 12.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 12.07. Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 12.08. Notice to the Rating Agencies.

                  (a) Each of the Trustee, the Trust Administrator and the
         Servicer shall be obligated to use its best reasonable efforts promptly
         to provide notice to the Rating Agencies with respect to each of the
         following of which a Responsible Officer of the Trustee, the Trust
         Administrator or Servicer, as the case may be, has actual knowledge:

                  (i) any material change or amendment to this Agreement;

                  (ii) the occurrence of any Master Servicer Event of
         Termination or Servicer Event of Termination that has not been cured or
         waived;



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                  (iii) the resignation or termination of the Servicer, the
         Master Servicer, the Trustee or the Trust Administrator;

                  (iv) the final payment to Holders of the Certificates of any
         Class;

                  (v) any change in the location of any Account; and

                  (vi) if the Trustee or the Master Servicer is acting as
         successor Servicer pursuant to Section 8.02 hereof, any event that
         would result in the inability of the Trustee or the Master Servicer, as
         applicable, to make Advances.

                  (b) In addition, the Trust Administrator shall promptly make
         available to each Rating Agency copies of each Statement to
         Certificateholders described in Sections 5.03 and 3.19 hereof and the
         Servicer shall promptly furnish to each Rating Agency copies of the
         following:

                  (i) each annual statement as to compliance described in
         Section 3.20 hereof;

                  (ii) each annual independent public accountants' servicing
         report described in Section 3.21 hereof; and

                  (iii) each notice delivered pursuant to Section 8.01(a) hereof
         which relates to the fact that the Servicer has not made an Advance.

                  Any such notice pursuant to this Section 12.08 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) [reserved], (ii) Moody's Investors Service, Inc., 99 Church Street, New
York, New York 10007 and (iii) Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., 55 Water Street, 41st Floor, New York, NY 10041, Attention:
Residential Mortgage Surveillance Group.

                  SECTION 12.09. Further Assurances.

                  Notwithstanding any other provision of this Agreement, neither
the Regular Certificateholders, the Trustee nor the Trust Administrator shall
have any obligation to consent to any amendment or modification of this
Agreement unless they have been provided reasonable security or indemnity
against their out-of-pocket expenses (including reasonable attorneys' fees) to
be incurred in connection therewith.

                  SECTION 12.10. Benefits of Agreement.

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                  SECTION 12.11. Acts of Certificateholders.



                                       157

<PAGE>



                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by the Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing, and such action shall become
effective when such instrument or instruments are delivered to the Trustee, the
Trust Administrator and the Servicer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "act" of the Certificateholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Trust Administrator and the Trust, if made in the
manner provided in this Section 12.11.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other action by any Certificateholder shall bind every future
Holder of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator or the Trust in reliance thereon, whether or not notation of
such action is made upon such Certificate.




                                       158

<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Servicer, the Master
Servicer, the Trustee and the Trust Administrator have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all as of
the day and year first above written.

                                      FINANCIAL ASSET SECURITIES CORP.,
                                      as Depositor


                                      By: /s/ Rosa Hyun
                                          ------------------------------
                                      Name:   Rosa Hyun
                                      Title:  Vice President


                                      FREMONT INVESTMENT & LOAN, as Servicer


                                      By: /s/ Jeffrey Crusinberry
                                          ------------------------------
                                      Name:   Jeff Crusinerry
                                      Title:  Senior Vice President



                                      HSBC BANK USA, as Trustee


                                      By: /s/ Wendy Zhang
                                          ------------------------------
                                      Name:   Wendy Zhang
                                      Title:  Assistant Vice President


                                      WELLS FARGO BANK, N.A., as Master Servicer
                                      and Trust Administrator


                                      By: /s/ Amy Doyle
                                          ------------------------------
                                      Name:   Amy Doyle
                                      Title:  Vice President



<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  On the __day of May, 2004 before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
______________ of Financial Asset Securities Corp., a Delaware corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                _________________________
                                                       Notary Public






<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  On the __day of May, 2004 before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
_______________ of Fremont Investment & Loan, a California corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                _________________________
                                                       Notary Public




<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  On the __day of May, 2004 before me, a notary public in and
for said State, personally appeared __________________, known to me to be
a_____________________ of HSBC Bank USA, a New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said association, and acknowledged to me that such
corporation executed the within instrument.



                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                _________________________
                                                       Notary Public




<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  On the ___day of May, 2004 before me, a notary public in and
for said State, personally appeared __________________, known to me to be
a_____________________ of Wells Fargo Bank, N.A., a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said association, and acknowledged to me that such
corporation executed the within instrument.



                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                _________________________
                                                       Notary Public

<PAGE>

                                   EXHIBIT A-1

                         FORM OF CLASS IA-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $423,670,000.00

Original Class Certificate
Principal Balance of this Class                 :     $423,670,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DL 1

Class                                           :     IA-1

Assumed Maturity Date                           :     May 2034




                                      A-1-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                   Class IA-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
IA-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class IA-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IA-1 Certificate (obtained by
dividing the Denomination of this Class IA-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class IA-1 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class IA-1 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class IA-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class IA-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-1-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-1-3

<PAGE>



                       [Reverse of Class IA-1 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-1-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-1-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-1-7

<PAGE>



                                   EXHIBIT A-2

                        FORM OF CLASS IIA-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $61,000,000.00

Original Class Certificate
Principal Balance of this Class                 :     $61,000,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DM 9

Class                                           :     IIA-1

Assumed Maturity Date                           :     May 2034




                                      A-2-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                   Class IIA-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
IIA-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class IIA-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IIA-1 Certificate (obtained by
dividing the Denomination of this Class IIA-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class IIA-1 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class IIA-1 Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class IIA-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class IIA-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-2-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-2-3

<PAGE>



                      [Reverse of Class IIA-1 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-2-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




<PAGE>



                                   EXHIBIT A-3

                        FORM OF CLASS IIA-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $138,750,000.00

Original Class Certificate
Principal Balance of this Class                 :     $138,750,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DN 7

Class                                           :     IIA-2

Assumed Maturity Date                           :     May 2034




                                      A-3-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                   Class IIA-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
IIA-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class IIA-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IIA-2 Certificate (obtained by
dividing the Denomination of this Class IIA-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class IIA-2 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class IIA-2 Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class IIA-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class IIA-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-3-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-3-3

<PAGE>



                      [Reverse of Class IIA-2 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-3-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-3-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




<PAGE>



                                   EXHIBIT A-4

                        FORM OF CLASS IIA-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $20,532,000.00

Original Class Certificate
Principal Balance of this Class                 :     $20,532,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DP 2

Class                                           :     IIA-3

Assumed Maturity Date                           :     May 2034




                                      A-4-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                   Class IIA-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
IIA-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class IIA-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class IIA-3 Certificate (obtained by
dividing the Denomination of this Class IIA-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class IIA-3 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class IIA-3 Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class IIA-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class IIA-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-4-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-4-3

<PAGE>



                      [Reverse of Class IIA-3 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-4-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-4-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-4-7

<PAGE>



                                   EXHIBIT A-5

                         FORM OF CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

ANY PURCHASE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $27,654,000.00

Original Class Certificate
Principal Balance of this Class                 :     $27,654,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DQ 0

Class                                           :     M-1

Assumed Maturity Date                           :     May 2034




                                      A-5-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-1 Certificate (obtained by
dividing the Denomination of this Class M-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-1 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-1 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-5-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-5-3

<PAGE>



                       [Reverse of Class M-1 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-5-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-5-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-5-7

<PAGE>



                                   EXHIBIT A-6

                         FORM OF CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $25,679,000.00

Original Class Certificate
Principal Balance of this Class                 :     $25,679,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DR 8

Class                                           :     M-2

Assumed Maturity Date                           :     May 2034



                                      A-6-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-2 Certificate (obtained by
dividing the Denomination of this Class M-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-2 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-2 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-6-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-6-3

<PAGE>



                       [Reverse of Class M-2 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-6-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-6-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-6-7

<PAGE>



                                   EXHIBIT A-7

                         FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $14,617,000.00

Original Class Certificate
Principal Balance of this Class                 :     $14,617,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DS 6

Class                                           :     M-3

Assumed Maturity Date                           :     May 2034



                                      A-7-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-3 Certificate (obtained by
dividing the Denomination of this Class M-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-3 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-3 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-7-2

<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-7-3

<PAGE>



                       [Reverse of Class M-3 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-7-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-7-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-7-7

<PAGE>



                                   EXHIBIT A-8

                         FORM OF CLASS M-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $13,432,000.00

Original Class Certificate
Principal Balance of this Class                 :     $13,432,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DT 4

Class                                           :     M-4

Assumed Maturity Date                           :     May 2034



                                      A-8-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-4

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-4 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-4 Certificate (obtained by
dividing the Denomination of this Class M-4 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-4 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-4 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-4
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-8-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-8-3

<PAGE>



                       [Reverse of Class M-4 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-8-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-8-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-8-7

<PAGE>



                                   EXHIBIT A-9

                         FORM OF CLASS M-5 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $10,667,000.00

Original Class Certificate
Principal Balance of this Class                 :     $10,667,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DU 1

Class                                           :     M-5

Assumed Maturity Date                           :     May 2034


                                     A-9-1

<PAGE>

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-5

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-5 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-5
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-5 Certificate (obtained by
dividing the Denomination of this Class M-5 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-5 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-5 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-5
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-5 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                      A-9-1

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                      A-9-2

<PAGE>



                       [Reverse of Class M-5 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                      A-9-3

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-9-4

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-9-6

<PAGE>



                                  EXHIBIT A-10

                         FORM OF CLASS M-6 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,877,000.00

Original Class Certificate
Principal Balance of this Class                 :     $9,877,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DV 9

Class                                           :     M-6

Assumed Maturity Date                           :     May 2034


                                     A-10-1

<PAGE>


                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-6

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-6 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-6
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-6 Certificate (obtained by
dividing the Denomination of this Class M-6 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-6 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-6 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-6
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-6 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-10-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-10-2

<PAGE>



                       [Reverse of Class M-6 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                     A-10-3

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-10-4

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-10-6

<PAGE>



                                  EXHIBIT A-11

                         FORM OF CLASS M-7 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $10,667,000.00

Original Class Certificate
Principal Balance of this Class                 :     $10,667,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DW 7

Class                                           :     M-7

Assumed Maturity Date                           :     May 2034


                                     A-11-1

<PAGE>


                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-7

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-7 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-7
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-7 Certificate (obtained by
dividing the Denomination of this Class M-7 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-7 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-7 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-7
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-7 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-11-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-11-3

<PAGE>



                       [Reverse of Class M-7 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                     A-11-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-11-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-11-6

<PAGE>



                                  EXHIBIT A-12

                         FORM OF CLASS M-8 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $7,901,000.00

Original Class Certificate
Principal Balance of this Class                 :     $7,901,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DX 5

Class                                           :     M-8

Assumed Maturity Date                           :     May 2034


                                     A-12-1

<PAGE>

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-8

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-8 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-8
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-8 Certificate (obtained by
dividing the Denomination of this Class M-8 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-8 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-8 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-8
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-8 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-12-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-12-3

<PAGE>



                       [Reverse of Class M-8 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.



                                     A-12-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the Trust
Administrator as provided in the Agreement accompanied by a written instrument
of transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-12-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-12-7

<PAGE>



                                  EXHIBIT A-13

                         FORM OF CLASS M-9 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE AGREEMENT REFERRED TO HEREIN.

ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(d) OF THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $9,877,000.00

Original Class Certificate
Principal Balance of this Class                 :     $9,877,000.00

Percentage Interest                             :     100%

Pass-Through Rate                               :     Variable

CUSIP                                           :     35729P DY 3

Class                                           :     M-9

Assumed Maturity Date                           :     May 2034



                                     A-13-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                    Class M-9

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-9 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-9
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-9 Certificate (obtained by
dividing the Denomination of this Class M-9 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class M-9 Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class M-9 Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Reference is hereby made to the further provisions of this Class M-9
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-9 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-13-2

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-13-3

<PAGE>



                       [Reverse of Class M-9 Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender


                                     A-13-4

<PAGE>



of this Certificate for registration of transfer at the Corporate Trust offices
or agencies of the Trust Administrator as provided in the Agreement accompanied
by a written instrument of transfer in form satisfactory to the Trust
Administrator and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         Any purchaser of this Certificate shall be deemed to make the
representation set forth in Section 6.02 of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-13-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-13-7

<PAGE>



                                  EXHIBIT A-14

                          FORM OF CLASS C CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M
CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $[                     ]

Original Class Certificate
Principal Balance of this Class                 :     $[                     ]

Percentage Interest                             :     100%

Class                                           :     C





                                     A-14-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                     Class C

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trustee or
the Trust Administrator referred to below or any of their respective affiliates.

         This certifies that Fremont Investment & Loan is the registered owner
of the Percentage Interest evidenced by this Class C Certificate (obtained by
dividing the Denomination of this Class C Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class C Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class C Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee, the Trust Administrator and the Depositor in
writing the facts surrounding the transfer. In the event that such a transfer is
not to be made pursuant to Rule 144A of the Act, there shall be delivered to the
Trustee, the Trust Administrator and the Depositor an Opinion of Counsel that
such transfer may be made pursuant to an exemption from the Act, which Opinion
of Counsel shall not be obtained at the expense of the Trustee, the Trust
Administrator, the Servicer, the Master Servicer or the Depositor; or there
shall be delivered to the Trustee, the Trust Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.



                                     A-14-2

<PAGE>



         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 6.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class C
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-14-3

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-14-4

<PAGE>



                        [Reverse of Class C Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender


                                     A-14-5

<PAGE>



of this Certificate for registration of transfer at the Corporate Trust offices
or agencies of the Trust Administrator as provided in the Agreement accompanied
by a written instrument of transfer in form satisfactory to the Trust
Administrator and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-14-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-14-8

<PAGE>



                                  EXHIBIT A-15

                           FORM OF CLASS P CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $100.00

Original Class Certificate
Principal Balance of this Class                 :     $100.00

Percentage Interest                             :     100%

Class                                           :     P



                                     A-15-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                     Class P

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Trustee or the Trust
Administrator referred to below or any of their respective affiliates.

         This certifies that Fremont Investment & Loan is the registered owner
of the Percentage Interest evidenced by this Class P Certificate (obtained by
dividing the Denomination of this Class P Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of May 1, 2004 (the "Agreement") among the
Depositor, Fremont Investment & Loan as servicer (in such capacity, the
"Servicer"), Wells Fargo Bank, N.A. as master servicer (in such capacity, the
"Master Servicer") and trust administrator (in such capacity, the "Trust
Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class P Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class P Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee, the Trust Administrator and the Depositor in
writing the facts surrounding the transfer. In the event that such a transfer is
not to be made pursuant to Rule 144A of the Act, there shall be delivered to the
Trustee, the Trust Administrator and the Depositor an Opinion of Counsel that
such transfer may be made pursuant to an exemption from the Act, which Opinion
of Counsel shall not be obtained at the expense of the Trustee, the Trust
Administrator, the Servicer, the Master Servicer or the Depositor; or there
shall be delivered to the Trustee, the Trust Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator


                                     A-15-2

<PAGE>



and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 6.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.




                                     A-15-3

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-15-4

<PAGE>



                        [Reverse of Class P Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender


                                     A-15-5

<PAGE>



of this Certificate for registration of transfer at the Corporate Trust offices
or agencies of the Trust Administrator as provided in the Agreement accompanied
by a written instrument of transfer in form satisfactory to the Trust
Administrator and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-15-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-15-8

<PAGE>



                                  EXHIBIT A-16

                          FORM OF CLASS R CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     May 1, 2004

First Distribution Date                         :     June 25, 2004

Percentage Interest                             :     100.00%

Class                                           :     R



                                     A-16-1

<PAGE>



                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B
                                     Class R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of a pool of first lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer, the Master Servicer, the
Trustee or the Trust Administrator referred to below or any of their respective
affiliates.

         This certifies that Fremont Investment & Loan is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of May 1, 2004 (the
"Agreement") among the Depositor, Fremont Investment & Loan as servicer (in such
capacity, the "Servicer"), Wells Fargo Bank, N.A. as master servicer (in such
capacity, the "Master Servicer") and trust administrator (in such capacity, the
"Trust Administrator") and HSBC Bank, USA (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee, the Trust Administrator and the Depositor in
writing the facts surrounding the transfer. In the event that such a transfer is
not to be made pursuant to Rule 144A of the Act, there shall be delivered to the
Trustee, the Trust Administrator and the Depositor an Opinion of Counsel that
such transfer may be made pursuant to an exemption from the Act, which Opinion
of Counsel shall not be obtained at the expense of the Trustee, the Trust
Administrator, the Servicer, the Master Servicer or the Depositor; or there
shall be delivered to the Trustee, the Trust Administrator and the Depositor a
transferor certificate by the transferor and an investment letter shall be
executed by the transferee. The Holder hereof desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator


                                     A-16-2

<PAGE>



and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 6.02(d) of the Agreement.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trust and the Trust
Administrator of (a) a transfer affidavit of the proposed transferee and (b) a
transfer certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and to
deliver a transfer certificate to the Trustee and the Trust Administrator as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Certificate must agree not to transfer an Ownership
Interest in this Certificate if it has actual knowledge that the proposed
transferee is not a Permitted Transferee and (v) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee. Pursuant to the Agreement, The Trust Administrator will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trust Administrator.




                                     A-16-3

<PAGE>



         IN WITNESS WHEREOF, the Trust Administrator on behalf of the Trust has
caused this Certificate to be duly executed.

Dated: May __, 2004

                                             FREMONT HOME LOAN TRUST 2004-B

                                             Wells Fargo Bank, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Wells Fargo Bank, N.A.
         as Trust Administrator



                                     A-16-4

<PAGE>



                        [Reverse of Class R Certificate]

                         Fremont Home Loan Trust 2004-B
                           Asset-Backed Certificates,
                                  Series 2004-B

         This Certificate is one of a duly authorized issue of Certificates
designated as Fremont Home Loan Trust 2004-B, Asset-Backed Certificates, Series
2004-B (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that neither the Trustee nor the Trust Administrator is
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trust and the Trust Administrator.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trust Administrator specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust or the Trust Administrator and the rights of the Certificateholders under
the Agreement at any time by the Depositor, the Servicer, the Master Servicer,
the Trustee, the Trust Administrator and of Holders of the requisite percentage
of the Percentage Interests of each Class of Certificates affected by such
amendment, as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender


                                     A-16-5

<PAGE>



of this Certificate for registration of transfer at the Corporate Trust offices
or agencies of the Trust Administrator as provided in the Agreement accompanied
by a written instrument of transfer in form satisfactory to the Trust
Administrator and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer, the Master Servicer, the Trustee, the
Trust Administrator and any agent of the Depositor, the Servicer, the Master
Servicer, the Trustee or the Trust Administrator may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee and the Trust
Administrator upon the earliest of (i) the Distribution Date on which the
Certificate Principal Balances of the Regular Certificates have been reduced to
zero, (ii) the final payment or other liquidation of the last Mortgage Loan in
the Trust, (iii) the Distribution Date in May 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-16-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
                   (Please print or typewrite name and address
                     including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trust Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:_________________


                                           _____________________________________
                                           Signature by or on behalf of assignor





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _____________________________, or, if mailed by check, to _______
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-16-8

<PAGE>



                                    EXHIBIT B

                                   [RESERVED]




                                       B-1

<PAGE>



                                    EXHIBIT C

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT






                                       C-1

<PAGE>

                            FREMONT INVESTMENT & LOAN

                                    as Seller


                                       and


                        FINANCIAL ASSET SECURITIES CORP.,

                                  as Purchaser




                        MORTGAGE LOAN PURCHASE AGREEMENT

                            Dated as of May 11, 2004


                  Adjustable-Rate and Fixed-Rate Mortgage Loans

                         Fremont Home Loan Trust 2004-B





<PAGE>



<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS
                                                                                                               Page
                                                                                                               ----

                                                    ARTICLE I.
<S>                                                                                                            <C>
DEFINITIONS
         Section 1.01      DEFINITIONS............................................................................2

                                                    ARTICLE II.

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
         Section 2.01      SALE OF MORTGAGE LOANS AND YIELD MAINTENANCE AGREEMENT.................................3
         Section 2.02      OBLIGATIONS OF THE SELLER AND SELLER UPON SALE.........................................3
         Section 2.03      PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.......................................6

                                                   ARTICLE III.

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
         Section 3.01      SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS...................6
         Section 3.02      SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER...........................6
         Section 3.03      [Reserved].............................................................................8
         Section 3.04      [Reserved].............................................................................8
         Section 3.05      REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES..................................8

                                                    ARTICLE IV.

SELLER'S COVENANTS
         Section 4.01      COVENANTS OF THE SELLER...............................................................10
         Section 5.01      INDEMNIFICATION.......................................................................11

                                                    ARTICLE VI.

TERMINATION
         Section 6.01      TERMINATION...........................................................................15

                                                   ARTICLE VII.

MISCELLANEOUS PROVISIONS
         Section 7.01      AMENDMENT.............................................................................15
         Section 7.02      GOVERNING LAW.........................................................................15
         Section 7.03      NOTICES. .............................................................................15
         Section 7.05      COUNTERPARTS..........................................................................16
         Section 7.06      FURTHER AGREEMENTS....................................................................16
         Section 7.07      INTENTION OF THE PARTIES..............................................................16
         Section 7.08      SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT..............................16
         Section 7.09      OBLIGATIONS OF GREENWICH CAPITAL MARKETS, INC.........................................17
         Section 7.10      SURVIVAL..............................................................................17
</TABLE>




<PAGE>



         MORTGAGE LOAN PURCHASE AGREEMENT, dated as of May 11, 2004 (the
"Agreement"), among Fremont Investment & Loan (the "Seller") and Financial Asset
Securities Corp. (the "Purchaser").

                                   WITNESSETH
                                   ----------

                  WHEREAS, the Seller is the owner of (a) the notes or other
evidence of indebtedness (the "Mortgage Notes") so indicated on Schedule I
hereto referred to below and (b) the other documents or instruments constituting
the Mortgage File (collectively, the "Mortgage Loans"); and

                  WHEREAS, the Seller, as of the date hereof, owns the mortgages
(the "Mortgages") on the properties (the "Mortgaged Properties") securing such
Mortgage Loans, including rights to (a) any property acquired by foreclosure or
deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance
policies covering the Mortgage Loans or the Mortgaged Properties or the obligors
on the Mortgage Loans; and

                  WHEREAS, the parties hereto desire that the Seller sell the
Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and

                  WHEREAS, pursuant to the terms of a Pooling and Servicing
Agreement dated as of May 1, 2004 (the "Pooling and Servicing Agreement") among
the Purchaser as depositor, the Seller as servicer, Wells Fargo Bank, N.A., as
master servicer (in such capacity, the "Master Servicer") and as trust
administrator (in such capacity, the "Trust Administrator") and HSBC Bank USA as
trustee (the "Trustee"), the Purchaser will convey the Mortgage Loans to Fremont
Home Loan Trust 2004-B (the "Trust"); and

                  WHEREAS, in connection with the transactions contemplated by
this Agreement, the Seller will make certain representations, warranties and
covenants with respect to itself and the Mortgage Loans.

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.01 DEFINITIONS. All capitalized terms used but not defined
herein and below shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.




                                        2

<PAGE>



                                   ARTICLE II.

                SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

         Section 2.01 SALE OF MORTGAGE LOANS AND YIELD MAINTENANCE AGREEMENT.

                  (a) The Seller, concurrently with the execution and delivery
of this Agreement, does hereby sell, assign, set over, and otherwise convey to
the Purchaser, without recourse, (i) all of its right, title and interest in and
to each Mortgage Loan, including the related Cut-off Date Principal Balance, all
interest accruing thereon on or after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured such Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure; (iii) its interest in any insurance policies in
respect of the Mortgage Loans and (iv) all proceeds of any of the foregoing.

                  (b) The Seller, concurrently with the execution and delivery
of this Agreement does hereby sell, and in connection therewith hereby assigns
to the Purchaser, effective as of the Closing Date, without recourse, (i) all of
its right, title and interest in the Yield Maintenance Agreement, dated May 13,
2004 and (ii) all proceeds of the foregoing.

         Section 2.02 OBLIGATIONS OF THE SELLER AND SELLER UPON SALE. In
connection with any transfer pursuant to Section 2.01 hereof, the Seller further
agrees, at its own expense on or prior to the Closing Date, (a) to cause its
books and records to indicate that the Mortgage Loans have been sold to the
Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser, the
Trust Administrator and the Trustee a computer file containing a true and
complete list of all such Mortgage Loans meeting the definition of Mortgage Loan
Schedule as set forth in the Pooling and Servicing Agreement and specifying for
each such Mortgage Loan, as of the Cut-off Date, among other things, (i) its
account number and (ii) the Cut-off Date Principal Balance. Such file, which
forms a part of Exhibit C to the Pooling and Servicing Agreement, shall also be
marked as Schedule I to this Agreement and is hereby incorporated into and made
a part of this Agreement.

                  In connection with any conveyance by the Seller, the Seller
shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as
assignee of the Purchaser, or the Trustee's designated agent (the "Custodian"),
on or before the Closing Date, the following documents or instruments with
respect to each Mortgage Loan:

                  (i) the original Mortgage Note, endorsed and signed in the
         name of the last endorsee by an authorized officer (which signature may
         be a facsimile) either (A) in blank, in which case the Trustee shall
         cause the endorsement to be completed or (B) in the following form:
         "Pay to the order of HSBC Bank USA, as Trustee, without recourse" or
         with respect to any lost Mortgage Note, an original Lost Note Affidavit
         stating that the original mortgage note was lost, misplaced or
         destroyed, together with a copy of the related mortgage note; provided,
         however, that such substitutions of Lost Note Affidavits for original
         Mortgage Notes may occur only with respect to Mortgage Loans, the
         aggregate Cut-off Date Principal Balance of which is less than or equal
         to 1.00% of the Pool Balance as of the Cut- off Date;



                                        3

<PAGE>



                  (ii) the original Mortgage (noting, if the related Mortgage
         Loan is registered on the MERS(R) System, the presence of the MIN of
         the Mortgage Loan and language indicating that the Mortgage Loan is a
         MOM Loan if the Mortgage Loan is a MOM Loan) with evidence of recording
         thereon or, if such Mortgage or power of attorney has been submitted
         for recording but has not been returned from the applicable public
         recording office, has been lost or is not otherwise available, a copy
         of such Mortgage or power of attorney, as the case may be, certified to
         be a true and complete copy of the original submitted for recording;

                  (iii) unless the Mortgage Loan is registered on the MERS(R)
         System, an original Assignment, in form and substance acceptable for
         recording, assigning the related Mortgage either (A) in blank or (B) to
         "HSBC Bank USA, as Trustee, without recourse";

                  (iv) an original copy of any intervening assignment of
         Mortgage showing a complete chain of assignments to the Trustee (or to
         MERS if the Mortgage Loan is registered on the MERS(R) System and
         noting the presence of MIN);

                  (v) the original or a certified copy of lender's title
         insurance policy; and

                  (vi) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any.

                  The Seller hereby confirms to the Purchaser, the Trust
Administrator and the Trustee that it has caused the appropriate entries to be
made in its general accounting records to indicate that such Mortgage Loans have
been transferred to the Trustee and constitute part of the Trust in accordance
with the terms of the Pooling and Servicing Agreement.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage, if any of the documents referred to in Section
2.02(ii), (iii) or (iv) above has as of the Closing Date been submitted for
recording but either (x) has not been returned from the applicable public
recording office or (y) has been lost or such public recording office has
retained the original of such document, the obligations of the Seller to deliver
such documents shall be deemed to be satisfied upon (1) delivery to the Trustee
or the Custodian, no later than the Closing Date, of a copy of each such
document certified by the Seller in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete copy
of the original that was submitted for recording and (2) if such copy is
certified by the Seller, delivery to the Trustee or the Custodian, promptly upon
receipt thereof of either the original or a copy of such document certified by
the applicable public recording office to be a true and complete copy of the
original. If the original lender's title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2.02(v) above, the Seller shall
deliver or cause to be delivered to the Trustee or the Custodian, the original
or a copy of a written commitment or interim binder or preliminary report of
title issued by the title insurance or escrow company, with the original or a
certified copy thereof to be delivered to the Trustee or the Custodian, promptly
upon receipt thereof. The Seller shall deliver or cause to be delivered to the
Trustee or the Custodian promptly upon receipt thereof any other documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption or modification of any Mortgage Loan.



                                        4

<PAGE>



                  Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Seller shall have 90 days to cure such defect or deliver such missing document
to the Purchaser. If the Seller does not cure such defect or deliver such
missing document within such time period, the Seller shall either repurchase or
substitute for such Mortgage Loan pursuant to Section 2.03 of the Pooling and
Servicing Agreement.

                  The Purchaser hereby acknowledges its acceptance of all right,
title and interest to the Mortgage Loans and other property, now existing and
hereafter created, conveyed to it pursuant to Section 2.01.

                  The parties hereto intend that the transaction set forth
herein be a sale by the Seller to the Purchaser of all the Seller's right, title
and interest in and to the Mortgage Loans and other property described above. In
the event the transaction set forth herein is deemed not to be a sale, the
Seller hereby grants to the Purchaser a security interest in all of the Seller's
right, title and interest in, to and under the Mortgage Loans and other property
described above, whether now existing or hereafter created, to secure all of the
Seller's obligations hereunder; and this Agreement shall constitute a security
agreement under applicable law.

                  The Seller shall cause the Assignments which were delivered in
blank to be completed and shall cause all Assignments referred to in Section
2.02(iii) hereof and, to the extent necessary, in Section 2.02(iv) hereof to be
recorded. The Seller shall be required to deliver such assignments for recording
within 180 days of the Closing Date. The Seller shall furnish the Trustee, or
the Custodian, with a copy of each Assignment submitted for recording. In the
event that any such Assignment is lost or returned unrecorded because of a
defect therein, the Seller shall, at its own expense, promptly have a substitute
Assignment prepared or have such defect cured, as the case may be, and
thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, the Assignments of Mortgage
shall not be required to be submitted for recording with respect to any Mortgage
Loan in any jurisdiction where the Rating Agencies do not require recordation in
order to receive the ratings on the Certificates at the time of their initial
issuance (which jurisdictions, as of such time of their initial issuance, are
Maryland and Florida); provided, however, each Assignment, except with respect
to any Mortgage Loan for which MERS is identified on the Mortgage, shall be
submitted for recording in the manner described above, at no expense to the
Trust Fund, the Trustee or the Trust Administrator, upon the earliest to occur
of: (i) reasonable direction by the Holders of Certificates entitled to at least
25% of the Voting Rights, (ii) the occurrence of a Servicer Event of
Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Seller, (iv) the occurrence of a servicing transfer as described
in Section 8.02 of the Pooling and Servicing Agreement, (v) with respect to any
particular Mortgage Loan, upon the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage and (vi) with
respect to any particular Mortgage Loan, upon such Mortgage Loan becoming 90
days or more Delinquent. In the event of (i) through (vi) set forth in the
immediately preceding sentence, the Seller at its own expense shall deliver or
cause to be delivered such assignments for recording as provided above, promptly
and in any event within 30 days following such event.



                                        5

<PAGE>



                  In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date, the Seller at its own
expense shall cause such endorsements to be completed "Pay to the order of HSBC
Bank USA, as Trustee, without recourse."

         Section 2.03 PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.

                  In consideration of the sale of the Mortgage Loans from the
Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the
Seller on the Closing Date the "Purchase Price" consisting of (i) an amount,
payable by transfer of immediately available funds, equal to the net sale
proceeds received by the Purchaser for its sale of the Class IA-1 Certificates,
the Class IIA-1 Certificates, the Class IIA-2 Certificates, the Class IIA-3
Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class
M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the
Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates
and the Class M-9 Certificates (collectively, the "Offered Certificates") and
(ii) the delivery to the Seller or its designee of the Class C Certificates, the
Class P Certificates and the Class R Certificates (collectively the "Non-Offered
Certificates"), which Non-Offered Certificates shall be registered in the name
of the Seller or its designee. The Seller shall pay, and be billed directly for,
all reasonable expenses incurred by the Purchaser in connection with the
issuance of the Certificates, including, without limitation, printing fees
incurred in connection with the prospectus (the "Base Prospectus") and
prospectus supplement (the "Prospectus Supplement" and, together with the Base
Prospectus, the "Prospectus") relating to the Offered Certificates, blue sky
registration fees and expenses, fees and expenses of Purchaser's counsel, fees
of the rating agencies requested to rate the Certificates, accountant's fees and
expenses and the initial fees and expenses of the Trustee, the Trust
Administrator, the Custodian and the Master Servicer and other out-of-pocket
costs, if any.


                                  ARTICLE III.

               REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

         Section 3.01 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE
MORTGAGE LOANS. The Seller hereby makes the representations and warranties set
forth in Exhibit A to the Purchaser with respect to the Mortgage Loans as of the
Closing Date or as of such other date specifically provided herein.

         Section 3.02 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE
SELLER. The Seller hereby represents, warrants and covenants to the Purchaser as
of the Closing Date or as of such other date specifically provided herein:

                  (a) The Seller is duly organized, validly existing and in good
standing under the laws of the state of California and is and will remain in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and the Seller's ability to service each Mortgage Loan in accordance with
the terms of the Pooling and Servicing Agreement;



                                        6

<PAGE>



                  (b) The Seller has the full power and authority to hold each
Mortgage Loan, to sell each Mortgage Loan to the Purchaser, and to execute,
deliver and perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Seller has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered this
Agreement, and this Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a legal, valid and binding obligation of
the Seller, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
reorganization;

                  (c) The execution and delivery of this Agreement by the Seller
and the performance of and compliance with the terms of this Agreement will not
violate the Seller's articles of incorporation or by-laws or constitute a
default under or result in a breach or acceleration of, any material contract,
agreement or other instrument to which the Seller is a party or which may be
applicable to the Seller or its assets;

                  (d) The Seller is not in violation of, and the execution and
delivery of this Agreement by the Seller and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to, any
order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the Seller or its
assets, which violation might have consequences that would materially and
adversely affect the condition (financial or otherwise) or the operation of the
Seller or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties hereunder;

                  (e) The Seller does not believe, nor does it have any reason
or cause to believe, that it cannot perform each and every covenant contained in
this Agreement;

                  (f) Immediately prior to the transfer hereunder of each
Mortgage Loan by the Seller to the Purchaser, the Seller was the owner of record
of the related Mortgage and the indebtedness evidenced by the related Mortgage
Note and upon the payment of the Purchase Price by the Purchaser, in the event
that the Seller retains record title, the Seller shall retain such record title
to each Mortgage, each related Mortgage Note and the related Mortgage Files with
respect thereto in trust for the Purchaser as the owner thereof and only for the
purpose of servicing and supervising the servicing of each Mortgage Loan;

                  (g) The Seller has not transferred the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of its creditors;

                  (h) There are no actions or proceedings against, or to the
Seller's knowledge investigations of, the Seller before any court,
administrative or other tribunal (A) that might prohibit its entering into this
Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Seller
of its obligations under, or the validity or enforceability of, this Agreement;



                                        7

<PAGE>



                  (i) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except
for such consents, approvals, authorizations or orders, if any, that have been
obtained prior to the Closing Date;

                  (j) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Seller are not subject to the bulk transfer or any similar statutory
provisions;

                  (k) Except with respect to any statement regarding the
intentions of the Purchaser, or any other statement contained herein the truth
or falsity of which is dependant solely upon the actions of the Purchaser, this
Agreement does not contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements contained herein not
misleading. The written statements, reports and other documents prepared and
furnished or to be prepared and furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby taken in
the aggregate do not contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements contained therein not
misleading; and

                  (l) Except with respect to liens released immediately prior to
the transfer herein contemplated, each Mortgage Note and related Mortgage have
not been assigned or pledged and immediately prior to the transfer and
assignment herein contemplated, the Seller held good, marketable and
indefeasible title to, and was the sole owner and holder of, each Mortgage Loan
subject to no liens, charges, mortgages, claims, participation interests,
equities, pledges or security interests of any nature, encumbrances or rights of
others (collectively, a "Lien"); the Seller has full right and authority under
all governmental and regulatory bodies having jurisdiction over the Seller,
subject to no interest or participation of, or agreement with, any party, to
sell and assign the same pursuant to this Agreement; and immediately upon the
transfers and assignments herein contemplated the Seller shall have transferred
all of its right, title and interest in and to each Mortgage Loan and the
Trustee will hold good, marketable and indefeasible title to, and be the sole
owner of, each Mortgage Loan subject to no Liens.

         Section 3.03 [Reserved].

         Section 3.04 [Reserved].

                  Section 3.05 REMEDIES FOR BREACH OF REPRESENTATIONS AND
WARRANTIES. It is understood and agreed that the representations and warranties
set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment or the examination or lack of examination of any Mortgage File. With
respect to the representations and warranties contained herein that are made to
the knowledge or the best knowledge of the Seller or as to which the Seller has
no knowledge, if it is discovered that the substance of any such representation
and warranty is inaccurate and the inaccuracy materially and adversely affects
the value of the related Mortgage Loan or the interest therein of the Purchaser
or


                                        8

<PAGE>



the Purchaser's assignee, designee or transferee (it being understood that with
respect to the representations and warranties set forth in (qq), (tt), (eee),
(fff), (ggg), (lll) and (dddd) of Exhibit A hereto, a breach of any such
representation or warranty shall in and of itself be deemed to materially
adversely affect the interest therein of the Purchaser and the Purchaser's
assignees, designees and transferees), then notwithstanding the Seller's lack of
knowledge with respect to the substance of such representation and warranty
being inaccurate at the time the representation and warranty was made, such
inaccuracy shall be deemed a breach of the applicable representation and
warranty and the Seller shall take such action described in the following
paragraphs of this Section 3.05 in respect of such Mortgage Loan. Upon discovery
by either the Seller or the Purchaser of a breach of any of the foregoing
representations and warranties that materially and adversely affects the value
of a Mortgage Loan or the interest therein of the Purchaser (it being understood
that with respect to the representations and warranties set forth in (qq), (tt),
(eee), (fff), (ggg), (lll) and (dddd) of Exhibit A hereto, a breach of any such
representation or warranty shall in and of itself be deemed to materially
adversely affect the interest therein of the Purchaser and the Purchaser's
assignees, designees and transferees), the party discovering such breach shall
give prompt written notice to the others.

                  Within 90 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty made by the Seller
that materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest therein of the Purchaser (it being understood
that with respect to the representations and warranties set forth in (qq), (tt),
(eee), (fff), (ggg), (lll) and (dddd) of Exhibit A hereto, a breach of any such
representation or warranty shall in and of itself be deemed to materially
adversely affect the interest therein of the Purchaser and the Purchaser's
assignees, designees and transferees), the Seller shall use its best efforts
promptly to cure such breach in all material respects and, if such breach cannot
be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage
Loan at the Purchase Price (as defined in the Pooling and Servicing Agreement).
The Seller may, at the request of the Purchaser and assuming the Seller has a
Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage
Loan as provided above, remove such Mortgage Loan and substitute in its place a
Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a
Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient
Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing
provisions of this Section 3.05 shall occur on a date designated by the
Purchaser and shall be accomplished by deposit in accordance with Section 2.03
of the Pooling and Servicing Agreement. Any repurchase or substitution required
by this Section shall be made in a manner consistent with Section 2.03 of the
Pooling and Servicing Agreement.

                  Notwithstanding the foregoing, within 90 days of the earlier
of discovery by the Seller or receipt of notice by the Seller of the breach of
the representation (aaa) of the Seller on Exhibit A, which materially and
adversely affects the interests of the Holders of the Class P Certificates in
any Prepayment Charge, the Seller shall pay the amount of the scheduled
Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
by remitting such amount to the Servicer for deposit into the Collection
Account, net of any amount previously collected by the Servicer or the Master
Servicer or paid by the Servicer, for the benefit of the Holders of the Class P
Certificates, in respect of such Prepayment Charge.

                  At the time of substitution or repurchase of any deficient
Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment
of the repurchased or substituted Mortgage Loan to the Seller and the delivery
to the Seller of any documents held by the Trustee or


                                        9

<PAGE>



the Custodian relating to the deficient or repurchased Mortgage Loan. The Seller
shall, simultaneously with the payment of the Purchase Price (as defined in the
Pooling and Servicing Agreement) or Substitution Adjustment for any Mortgage
Loan repurchased or substituted hereunder, give written notice to the Purchaser
that such payment has taken place. Upon such repurchase or substitution, the
Mortgage Loan Schedule shall be amended to reflect the withdrawal of the
repurchased Mortgage Loan from this Agreement and, if applicable, the
substitution of the applicable Qualified Substitute Mortgage Loan or Loans.

                  As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall
effect such substitution by delivering to the Purchaser or its designee for such
Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the
Assignment and such other documents and agreements as are required by the
Pooling and Servicing Agreement, with the Mortgage Note endorsed as required
therein. The Seller shall remit for deposit in the Collection Account the
Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution will be
retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have made with respect to such Qualified Substitute Mortgage
Loan or Loans as of the date of substitution, the covenants, representations and
warranties set forth in Subsections 3.01 and 3.02.

                  It is understood and agreed that the representations and
warranties set forth in Sections 3.01 and shall survive delivery of the
respective Mortgage Files to the Trustee on behalf of the Purchaser.

                  It is understood and agreed that the obligations of the Seller
set forth in this Section 3.05 to cure, repurchase and substitute for a
defective Mortgage Loan and the obligations of the Seller to indemnify the
Purchaser and the Underwriters as provided in Section 5.01 constitute the sole
remedies of the Purchaser respecting a missing or defective document or a breach
of the representations and warranties contained in Section 3.01 or 3.02.

                                   ARTICLE IV.

                               SELLER'S COVENANTS

         Section 4.01 COVENANTS OF THE SELLER. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Mortgage Loan, or any interest therein; the Seller will notify
the Trustee, as assignee of the Purchaser, and the Trust Administrator of the
existence of any Lien on any Mortgage Loan immediately upon discovery thereof,
and the Seller will defend the right, title and interest of the Trustee, as
assignee of the Purchaser, in, to and under the Mortgage Loans, against all
claims of third parties claiming through or under the Seller; PROVIDED, HOWEVER,
that nothing in this Section 4.01 shall prevent or be deemed to prohibit the
Seller from suffering to exist upon any of the Mortgage Loans any Liens for
municipal or other local taxes and


                                       10

<PAGE>



other governmental charges if such taxes or governmental charges shall not at
the time be due and payable or if the Seller shall currently be contesting the
validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.

                                   ARTICLE V.

               INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS

         Section 5.01 INDEMNIFICATION.

                  (a) The Seller agrees to indemnify and hold harmless the
Purchaser, Greenwich Capital Markets, Inc. ("Greenwich"), Credit Suisse First
Boston LLC ("CSFB") and Goldman, Sachs & Co. ("Goldman", collectively, with
Greenwich and CSFB, the "Underwriters"), their respective officers and directors
and each person, if any, who controls the Purchaser or any Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, as follows:

                           (i) against any and all losses, claims, expenses,
damages or liabilities, joint or several, to which the Purchaser, the
Underwriters or such officers, directors or controlling persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof including, but not limited
to, any loss, claim, expense, damage or liability related to purchases and sales
of the Certificates) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Underwriter
Information or in Prospectus Supplement, or any amendment or supplement thereto,
or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements made therein not misleading, but only to the extent that any untrue
statement or alleged untrue statement or omission or alleged omission therein
results (or is alleged to have resulted) from an error or material omission in
(A) the information under the headings "Summary of Terms--Servicer", "--
Originator" and "--Mortgage Loans", "Risk Factors-- Unpredictability of
Prepayments and Effect on Yields" (fourth bullet-first sentence), "--Delinquent
Loan Risk", "--Interest Only Mortgage Loans" (first three sentences),
"--Interest Generated by the Mortgage Loans May Be Insufficient to Maintain
Overcollateralization" (first two sentences of third bullet), "--Effect of
Mortgage Rates on the Offered Certificates" (first three sentences of second
paragraph), "--High Loan-to-Value Ratios Increase Risk of Loss", "--Simultaneous
Second Lien Risk" (first two sentences), "--Violation of Various Federal and
State Laws May Result in Losses on the Mortgage Loans-- HIGH COST LOANS" (third
paragraph), "--Nature of the Mortgage Loans" (first sentence) and "--Limited
Experience of the Servicer", "The Mortgage Pool", "Fremont Investment & Loan"
and "The Pooling Agreement-- The Servicer" in the Prospectus Supplement (the
information identified in this clause (A), the "Fremont Prospectus Supplement
Information"), (B) any Derived Information (as defined below) to the extent that
such error or material omission in any Derived Information results (or is
alleged to have resulted) from an error or material omission in the Seller
Provided Information (as defined below) or (C) any representation, warranty or
covenant made by the Seller in this Agreement, which error, in the case of
either (A) above or (B) above, was not superseded or corrected by the delivery
to the Purchaser or the Underwriters, as the case may be, of corrected written
or electronic information, or for which the Seller provided written notice of
such error to the Purchaser or the Underwriters, as the case may be, prior to
the confirmation of the sale of the Certificates; and will reimburse the
Purchaser, the Underwriters and any controlling person of the Purchaser or
either Underwriter for any legal or other


                                       11

<PAGE>



expenses reasonably incurred by the Purchaser, either Underwriter or any such
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred;

                           (ii) against any and all loss, liability, claim,
damage and expense whatsoever, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Purchaser and the Underwriters; and

                           (iii) against any and all expense whatsoever
(including the fees and disbursements of counsel chosen by the Purchaser or the
Underwriters, as the case may be), reasonably incurred by the Purchaser or
either Underwriter in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under clause (i) or clause (ii) above.

                  This indemnity agreement will be in addition to any liability
which the Seller may otherwise have.

                  (b) The Purchaser agrees to indemnify and hold harmless the
Seller, its officers and directors and each person, if any, who controls the
Seller within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, as follows:

                           (i) against any and all losses, claims, expenses,
damages or liabilities, joint or several, to which the Seller or such officers,
directors or controlling persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof including, but not limited to, any loss, claim, expense, damage
or liability related to purchases and sales of the Certificates) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in Underwriter Information or in the Prospectus Supplement, or
any amendment or supplement thereto, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein not misleading,
but in the case of the Prospectus Supplement, only to the extent that any untrue
statement or alleged untrue statement or omission or alleged omission therein
results (or is alleged to have resulted) from an error or material omission in
the information under the heading "Yield, Prepayment and Maturity
Considerations-- Weighted Average Lives", and in each case, except to the extent
that any untrue statement or alleged untrue statement or omission or alleged
omission therein results (or is alleged to have resulted) from an error or
material omission in (A) the Fremont Prospectus Supplement Information or (B)
any Derived Information to the extent that such error or material omission in
any such Derived Information results (or is alleged to have resulted) from an
error or material omission in the Seller Provided Information (as defined
below), which error, in the case of either (A) above or (B) above, was not
superseded or corrected by the delivery to the Purchaser or the Underwriters, as
the case may be, of corrected written or electronic information, or for which
the Seller provided written notice of such error to the Purchaser or the
Underwriters, as the case may be, prior to the confirmation of the


                                       12

<PAGE>



sale of the Certificates; and will reimburse the Seller and each such
controlling person for any legal or other expenses reasonably incurred by the
Seller or such controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred;

                           (ii) against any and all loss, liability, claim,
damage and expense whatsoever, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the Seller;
and

                           (iii) against any and all expense whatsoever
(including the fees and disbursements of counsel chosen by the Seller),
reasonably incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under clause (i) or clause (ii) above.

                  This indemnity agreement will be in addition to any liability
which the Purchaser may otherwise have.

                  (c) For purposes of this Agreement:

         "Derived Information" means the information in the Underwriter
Information or in the Prospectus Supplement that has been derived by the
Purchaser or its Affiliates from Seller Provided Information;

         "Seller Provided Information" means any computer tape (or other
information) concerning characteristics of the Mortgage Loans furnished to the
Purchaser or to any of the Purchaser's Affiliates by or on behalf of the Seller
in connection with the purchase by the Purchaser of the Mortgage Loans from the
Seller;

         "Underwriter Information" means such information, if any, in the Series
Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational
Materials that is not contained (i) in the Prospectus or any or amendment or
supplement thereto or (ii) in the Seller Provided Information.

         "Series Term Sheets", "Collateral Term Sheets" and "Structural Term
Sheets" shall have the respective meanings assigned to them (a) in the case of
Series Term Sheets, in the no-action letter addressed to Greenwood Trust
Company, Discover Card Master Trust I dated April 5, 1996 and (b) in the case of
Collateral Term Sheets and Structural Term Sheets, in the February 13, 1995
letter of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities
Association (which letter, and the SEC staff's response thereto, are publicly
available February 17, 1995); the term "Collateral Term Sheet" as used herein
includes any subsequent Collateral Term Sheet that reflects a substantive change
in the information presented;



                                       13

<PAGE>



         "Computational Materials" has the meaning assigned to it in the
no-action letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance Corporation I. Kidder,
Peabody & Co. Incorporated, and Kidder Structured Asset Corporation, the
no-action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association and the no-action
letter of February 17, 1995 issued by the Commission to the Public Securities
Association;

                  (d) Promptly after receipt by any indemnified party under this
Article V of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Article V, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Article V except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Article V.

                  If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Article V for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

                  Any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised in writing by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by the Purchaser, if the indemnified parties
under this Article V consist of the Purchaser.

                  Each indemnified party, as a condition of the indemnity
agreement contained in Section 5.01(a) hereof or Section 5.01(b) hereof, as
applicable, shall use its best efforts to cooperate with the indemnifying party
in the defense of any such action or claim. No indemnifying party shall be
liable for any settlement of any such action effected without its written
consent (which consent


                                       14

<PAGE>



shall not be unreasonably withheld), but if settled with its written consent or
if there be a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to consent to a settlement of any
action, the indemnifying party agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and the indemnifying party has not previously provided the
indemnified party with written notice of its objection to such settlement. No
indemnifying party shall effect any settlement of any pending or threatened
proceeding in respect of which an indemnified party is or could have been a
party and indemnity is or could have been sought hereunder, without the written
consent of such indemnified party, unless settlement includes an unconditional
release of such indemnified party from all liability and claims that are the
subject matter of such proceeding.

                  (e) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for Section 5.01(a)
above is unavailable or insufficient to hold harmless an indemnified party, the
Seller shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement incurred by
such indemnified party in such proportion as shall be appropriate to reflect the
relative benefits received by the Seller on the one hand (from the sale of the
Mortgage Loans to the Purchaser) and the Purchaser and the Underwriters on the
other (from the underwriting fees and discounts received by the Underwriters);
PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (within
the meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each officer and director of
the Purchaser, the Underwriters and each person, if any, who controls the
Purchaser or either Underwriter within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the Purchaser or
the related Underwriter.

                  (f) The Seller agrees to indemnify and to hold each of the
Purchaser, the Trust Administrator, the Trustee, each of the officers and
directors of each such entity and each person or entity who controls each such
entity or person and each Certificateholder harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, fees and expenses that the Purchaser, the Trust
Administrator, the Trustee, or any such person or entity or any
Certificateholder may sustain in any way (i) related to the failure of the
Seller to perform its duties in compliance with the terms of this Agreement,
(ii) arising from a breach by the Seller of its representations and warranties
in Sections 3.01 and 3.02 of this Agreement or (iii) related to the servicing of
the Mortgage Loans by reason of any acts, omissions, or alleged acts or
omissions of the Seller, acting either in its capacity as Seller under this
Agreement or in its capacity as Servicer under the Pooling and Servicing
Agreement. The Seller shall immediately notify the Purchaser, the Trust
Administrator and the Trustee if a claim is made by a third party with respect
to this Agreement. The indemnifying party shall assume the defense of any such
claim and pay all expenses in connection therewith, including reasonable counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against the Purchaser, the Trust Administrator, the Trustee or any
such person or entity and/or any Certificateholder in respect of such claim.



                                       15

<PAGE>



         This indemnity agreement will be in addition to any liability which the
Seller may otherwise have.

         (g) Solely for purposes of this Section 5.01, the Underwriters shall be
deemed third party beneficiaries of this Agreement.

                                   ARTICLE VI.

                                   TERMINATION

         Section 6.01 TERMINATION. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate
(except for (i) the Seller's indemnity obligations as provided herein and (ii)
the representations and warranties made by the Seller hereunder and the Seller's
obligations to remedy breaches thereof to the extent set forth herein) upon the
termination of the Trust as provided in Article X of the Pooling and Servicing
Agreement.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

         Section 7.01 AMENDMENT. This Agreement may be amended from time to time
by the Seller and the Purchaser, by written agreement signed by the Seller and
the Purchaser.

         Section 7.02 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

         Section 7.03 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid, addressed as
follows: (i) if to the Seller, Fremont Investment & Loan, 175 North Riverview
Drive, Anaheim, California 92808, Attention: Steve Patton, or such other address
as may hereafter be furnished by the Seller and (ii) if to the Purchaser,
Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Legal, or such other address as may hereafter be furnished by
the Purchaser.

         Section 7.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions of terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity of
enforceability of the other provisions of this Agreement.

         Section 7.05 COUNTERPARTS. This Agreement may be executed in one or
more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.



                                       16

<PAGE>



         Section 7.06 FURTHER AGREEMENTS. The Seller and the Purchaser each
agree to execute and deliver to the other such additional documents, instruments
or agreements as may be necessary or reasonable and appropriate to effectuate
the purposes of this Agreement or in connection with the issuance of any series
of Certificates representing interests in the Mortgage Loans.

         Without limiting the generality of the foregoing, as a further
inducement for the Purchaser to purchase the Mortgage Loans from the Seller, the
Seller will cooperate with the Purchaser in connection with the sale of any of
the securities representing interests in the Mortgage Loans. In that connection,
the Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to the
Purchaser such additional representations and warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions
and the offering of investment grade securities rated by the Rating Agencies.

         Section 7.07 INTENTION OF THE PARTIES. It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, the
Mortgage Loans and not pledging the Mortgage Loans to secure a loan by the
Purchaser to the Seller. Accordingly, the parties hereto each intend to treat
the transaction for federal income tax purposes and all other purposes as a sale
by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The
Purchaser will have the right to review the Mortgage Loans and the related
Mortgage Files to determine the characteristics of the Mortgage Loans which will
affect the federal income tax consequences of owning the Mortgage Loans and the
Seller will cooperate with all reasonable requests made by the Purchaser in the
course of such review.

         Section 7.08 SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser, the Trustee and the Trust Administrator.

         The obligations of the Seller under this Agreement cannot be assigned
or delegated to a third party without the consent of the Purchaser which consent
shall be at the Purchaser's sole discretion, except that the Purchaser
acknowledges and agrees that the Seller may assign its obligations hereunder to
any Person into which the Seller is merged or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party or any Person
succeeding to the business of the Seller. The parties hereto acknowledge that
the Purchaser is acquiring the Mortgage Loans for the purpose of contributing
them to a trust that will issue a series of Certificates representing undivided
interests in such Mortgage Loans. As an inducement to the Purchaser to purchase
the Mortgage Loans, the Seller acknowledges and consents to the assignment by
the Purchaser to the Trustee of all of the Purchaser's rights against the Seller
pursuant to this Agreement insofar as such rights relate to Mortgage Loans and
other assets transferred to the Trustee and to the enforcement or exercise of
any right or remedy against the Seller pursuant to this Agreement by the Trustee
or any party acting on behalf of the Trustee. Such enforcement of a right or
remedy by the Trustee or such other party shall have the same force and effect
as if the right or remedy had been enforced or exercised by the Purchaser
directly. As an inducement to the Seller to sell the Mortgage Loans, the
Purchaser agrees to reasonably cooperate with the Seller and its accountants by
agreeing to such provisions in the Pooling and Servicing Agreement and in the
Cap Contract (to the extent such provisions are commercially reasonable and to
the extent such provisions do not cause the


                                       17

<PAGE>



Prospectus Supplement, absent an amendment or supplement thereto, to contain an
untrue statement of any material fact or an omission to state therein a material
fact required to be stated therein or necessary to make the statements made
therein not misleading) as may be reasonably required by such accountants as a
condition to such accountants' concluding that the aforementioned trust, if
beneficial interests therein are to be retained by the Seller or its Affiliates,
would be as of the Closing Date a "qualified special purpose entity" within the
meaning of the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 140.

         Section 7.09 OBLIGATIONS OF GREENWICH CAPITAL MARKETS, INC. Greenwich
Capital Markets, Inc. agrees with the Seller, for the sole and exclusive benefit
of the Seller, the Seller's officers and directors and each person, if any, who
controls the Seller within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, and not for the benefit of any assignee thereof
or any other person or persons dealing with the Seller or any such officer,
director or controlling person, as follows: in consideration of and as an
inducement to their agreement to sell the Mortgage Loans to the Purchaser, to
indemnify and hold harmless the Seller and each such officer, director and
controlling person against any failure by the Purchaser to perform its
obligations to the Seller under Article V hereof. In the case of any claim
against Greenwich Capital Markets, Inc. pursuant to this Section 7.09 by the
Seller or any such officer, director or controlling person, it shall not be
necessary for such claimant to first pursue any remedy from or exhaust any
procedures against the Purchaser.

         Section 7.10 SURVIVAL. The representations and warranties set forth in
Sections 3.01 and 3.02 and the provisions of Article V hereof and Section 7.09
hereof shall survive the purchase of the Mortgage Loans hereunder.

         Section 7.11 THIRD PARTY BENEFICIARY. With respect to Article V hereof,
each of the Underwriters is an intended third-party beneficiary of this
Agreement from and including the date hereof.


                                       18

<PAGE>



                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed to this Mortgage Loan Purchase Agreement by their
respective officers thereunto duly authorized as of the day and year fist above
written.


                                               FREMONT INVESTMENT & LOAN,
                                               as Seller


                                               By:______________________________
                                               Name:
                                               Title:



                                               FINANCIAL ASSET SECURITIES CORP.,
                                               as Purchaser


                                               By:______________________________
                                               Name:
                                               Title:




<PAGE>



                                               Solely in respect of its
                                               obligations under Section 7.09
                                               hereof,
                                               GREENWICH CAPITAL MARKETS, INC.


                                               By:______________________________
                                               Name:
                                               Title:




<PAGE>



                                   SCHEDULE I

                                 MORTGAGE LOANS

                             AVAILABLE UPON REQUEST




                                       21

<PAGE>



                                    EXHIBIT A

        Representation and Warranties with Respect to the Mortgage Loans

The Seller hereby represents and warrants to the Purchaser that, as to each
Mortgage Loan, as of the Closing Date or as of such other date specified:

                  (a) The information set forth in the Mortgage Loan Schedule
with respect to each Mortgage Loan is complete, true and correct;

                  (b) The Mortgage Loans are in compliance with all requirements
set forth in the Prospectus Supplement, and the characteristics of the Mortgage
Loans as set forth in the Prospectus Supplement are true and correct;

                  (c) All payments required to be made up to the close of
business on the Closing Date for such Mortgage Loan under the terms of the
Mortgage Note have been made; the Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other than the
owner of the related Mortgaged Property, directly or indirectly, for the payment
of any amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;

                  (d) To the best of the Seller's knowledge, there are no
delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in future
installments or other outstanding charges affecting the related Mortgaged
Property;

                  (e) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, and which have been delivered to the
Custodian; the substance of any such waiver, alteration or modification has been
approved by the title insurer, to the extent required by the related policy, and
is reflected on the related Mortgage Loan Schedule. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an assumption agreement
approved by the title insurer, to the extent required by the policy, and which
assumption agreement has been delivered to the Custodian and the terms of which
are reflected in the related Mortgage Loan Schedule;

                  (f) The Mortgage Note and the Mortgage are not subject to any
right of rescission, set off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder,


                                       22

<PAGE>



render the Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set off, counterclaim or defense, including the defense of usury
and no such right of rescission, set off, counterclaim or defense has been
asserted with respect thereto;

                  (g) All buildings upon the Mortgaged Property are insured by a
generally acceptable insurer in the secondary market against loss by fire,
hazards of extended coverage and such other hazards as are customary in the area
where the Mortgaged Property is located, pursuant to insurance policies
conforming to the requirements of this Agreement and the Pooling and Servicing
Agreement. All such insurance policies contain a standard mortgagee clause
naming the Seller, its successors and assigns as mortgagee and all premiums
thereon have been paid. If the Mortgaged Property is in an area identified on a
Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available) a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect which
policy is generally acceptable to prudent lenders in the secondary mortgage
market. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;

                  (h) Any and all requirements of any federal, state or local
law including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity,
fair housing or disclosure laws applicable to the origination and servicing of
mortgage loans of a type similar to the Mortgage Loans have been complied with;

                  (i) The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;

                  (j) The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property (including all improvements on the Mortgaged
Property), which Mortgaged Property is free and clear of all encumbrances and
liens (including mechanics liens) having priority over the first lien of the
Mortgage except for: (a) the lien of current real property taxes and assessments
not yet due and payable, (b) covenants, conditions and restrictions, rights of
way, easements and other matters of the public record as of the date of
recording being acceptable to mortgage lending institutions generally and
specifically referred to in the lender's title insurance policy delivered to the
originator of the Mortgage Loan and which do not adversely affect the Value of
the Mortgaged Property and (c) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes


                                       23

<PAGE>



and creates a valid, existing and enforceable first lien and first priority
security interest on the property described therein and the Seller has full
right to sell and assign the same to the Purchaser;

                  (k) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms;

                  (l) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been
duly and properly executed by such parties. The Mortgagor is a natural person
who is a party to the Mortgage Note and the Mortgage is in an individual
capacity or family trust that is guaranteed by a natural person;

                  (m) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for
the Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on site or off site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;

                  (n) Immediately prior to the sale of the Mortgage Loan to the
Purchaser on the Closing Date, the Seller will be the sole legal, beneficial and
equitable owner of the Mortgage Note and the Mortgage and will have full right
to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;

                  (o) All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable "doing business" and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;

                  (p) The Mortgage Loan is covered by an American Land Title
Association ("ALTA") ALTA lender's title insurance policy (which, in the case of
an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in
the form of ALTA 6.0 or 6.1) acceptable to prudent lenders in the secondary
mortgage market, issued by a title insurer generally acceptable to prudent
lenders in the secondary mortgage market and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j)(a) and (b) above) the Seller, its successors and
assigns as to the first lien of the Mortgage in the original principal amount of
the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan,
against any loss by reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage providing for adjustment in the
Mortgage Interest Rate and Monthly Payment. Additionally, such lender's title
insurance policy affirmatively insures ingress and egress


                                       24

<PAGE>



to and from the Mortgaged Property, and against encroachments by or upon the
Mortgaged Property or any interest therein. The Seller is the sole insured of
such lender's title insurance policy, and such lender's title insurance policy
is in full force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims are
pending under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance policy;

                  (q) Other than delinquencies of fewer than 30 days and
delinquencies of 30 or more days that are disclosed in the Prospectus
Supplement, there has been no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Seller nor the Servicer has waived any default,
breach, violation or event of acceleration;

                  (r) As of the date of origination and to the best of the
Seller's knowledge as of the Closing Date, there are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage that are not insured against
by the related title insurance policy;

                  (s) All improvements which were considered in determining the
Value of the related Mortgaged Property lay wholly within the boundaries and
building restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach upon the Mortgaged Property;

                  (t) The Mortgage Loan was originated by the Seller or by a
savings and loan association, a savings bank, a commercial bank or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD;

                  (u) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgage Loan were disbursed. The
Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each
Mortgage Loan, the Mortgage Note is payable on the first or fifteenth day of
each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
Loans, are sufficient to fully amortize the original principal balance over the
original term thereof and to pay interest at the related Mortgage Interest Rate,
and, in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan
is as listed on the


                                       25

<PAGE>



Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization.
No Mortgage Loan is a Convertible Mortgage Loan;

                  (v) The origination and collection practices used by the
Seller with respect to each Mortgage Note and Mortgage have been in all respects
legal, proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments or
other charges or payments due to the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property which
has not been completed;

                  (w) To the best of the Seller's knowledge, the Mortgaged
Property is free of damage and waste and there is no proceeding pending for the
total or partial condemnation thereof;

                  (x) The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. The Mortgaged Property is not subject to any bankruptcy
proceeding or foreclosure proceeding and the Mortgagor is not subject to
protection under applicable bankruptcy laws. There is no homestead or other
exemption available to the Mortgagor which would interfere with the right to
sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. The Mortgagor has not notified the Seller and the Seller has no
knowledge of any relief requested or allowed to the Mortgagor under the Soldiers
and Sailors Civil Relief Act of 1940;

                  (y) The Mortgage Loan was underwritten in accordance with the
underwriting standards of the Seller in effect at the time the Mortgage Loan was
originated; and the Mortgage Note and Mortgage are on forms acceptable to FNMA
and FHLMC;

                  (z) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (j) above;

                  (aa) The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") and was made and
signed, prior to the funding of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or indirect
in the Mortgaged Property or in any loan made on the security thereof, whose
compensation


                                       26

<PAGE>



is not affected by the approval or disapproval of the Mortgage Loan and who met
the minimum qualifications of FIRREA. Each appraisal of the Mortgage Loan was
made in accordance with the relevant provisions of the FIRREA;

                  (bb) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
Mortgagor or the reconveyance of the deed of trust;

                  (cc) No Mortgage Loan contains provisions pursuant to which
Monthly Payments are (a) paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains any other similar provisions which may constitute a "buydown"
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;

                  (dd) The Mortgagor has executed a statement to the effect that
the Mortgagor has received all disclosure materials required by applicable law
with respect to the making of fixed rate mortgage loans in the case of
Fixed-Rate Mortgage Loans, and adjustable rate mortgage loans in the case of
Adjustable-Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage
File;

                  (ee) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade in or exchange of a Mortgaged Property;

                  (ff) To the best of the Seller's knowledge, there are no
circumstances or conditions with respect to the Mortgage, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause the Mortgage Loan to be an unacceptable investment, cause
the Mortgage Loan to become delinquent, or adversely affect the value of the
Mortgage Loan;

                  (gg) As of the date of origination of the Mortgage Loan and to
the best of the Seller's knowledge as of the Closing Date, the Mortgaged
Property is lawfully occupied under applicable law; all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy of
the same, including but not limited to certificates of occupancy, have been made
or obtained from the appropriate authorities;



                                       27

<PAGE>



                  (hh) No error, omission, misrepresentation, negligence, fraud
or similar occurrence with respect to a Mortgage Loan has taken place on the
part of any person, including without limitation the Mortgagor, any appraiser,
any builder or developer, or any other party involved in the origination of the
Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;

                  (ii) With respect to Mortgage Loans, other than MERS loans,
the Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is located;

                  (jj) Any principal advances made to the Mortgagor prior to the
Cut off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having first
lien priority by a title insurance policy, an endorsement to the policy insuring
the mortgagee's consolidated interest or by other title evidence acceptable to
FNMA and FHLMC. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;

                  (kk) No Mortgage Loan has a balloon payment feature, except as
set forth in the Mortgage Loan Schedule;

                  (ll) The source of the down payment with respect to each
Mortgage Loan has been fully verified by the Seller pursuant to the Seller's
underwriting guidelines;

                  (mm) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months;

                  (nn) The Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller's
knowledge, the related Mortgagor, has received any notice of any violation or
potential violation of such law;

                  (oo) Each Mortgage Loan is covered by a fully assignable, life
of loan Tax Service Contract which is assignable to the Purchaser or its
designee without the payment of any fee by the Purchaser or its designee;

                  (pp) Each Mortgage Loan is covered by a Flood Zone Service
Contract which is assignable to the Purchaser or its designee or, for each
Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees
to purchase such Flood Zone Service Contract;



                                       28

<PAGE>



                  (qq) No Group I Mortgage Loan is covered by the Home Ownership
and Equity Protection Act of 1994 and no Group I Mortgage Loan is in violation
of any comparable state law;

                  (rr) No predatory or deceptive lending practices, including
but not limited to, the extension of credit to a mortgagor without regard for
the mortgagor's ability to repay the Mortgage Loan and the extension of credit
to a mortgagor which has no apparent benefit to the mortgagor, were employed in
connection with the origination of the Mortgage Loan;

                  (ss) The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan;

                  (tt) No proceeds from any Mortgage Loan were used to finance
single-premium credit insurance policies;

                  (uu) No Mortgage loan is secured by property located in the
city of Oakland, California is subject to the provisions of the City of Oakland,
California Anti-Predatory Lending Ordinance No. 12361;

                  (vv) No Mortgage Loan had a Loan-to-Value Ratio in excess of
100% at the time of the origination of such Mortgage Loan;

                  (ww) The Mortgage Loans were not selected from the outstanding
fixed and adjustable rate one to four-family mortgage loans in the Seller's
portfolio at the related Closing Date as to which the representations and
warranties set forth in this Agreement could be made in a manner so as to
intentionally affect adversely the interests of the Purchaser;

                  (xx) The related Mortgagor under the Mortgage Loan had a FICO
Score not less than 500 at the time of the origination of the Mortgage Loan,
unless such Mortgage Loan was originated under an origination program which does
not require FICO scores to be obtained under the Seller's underwriting
guidelines;

                  (yy) The Mortgage, and if required by applicable law the
related Mortgage Note, contains an enforceable provision for the acceleration of
the payment of the unpaid principal balance of the Mortgage Loan in the event
that the Mortgaged Property is sold or transferred without the prior written
consent of the mortgagee thereunder;

                  (zz) The Mortgage Loan complies with all applicable consumer
credit statutes and regulations, including, without limitation, the respective
Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa,
Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated
by a properly licensed entity, and in all other respects, complies with all of
the material requirements of any such applicable laws;


                                       29

<PAGE>



                  (aaa) The information set forth in the Prepayment Charge
schedule is complete, true and correct in all material respects, each Prepayment
Charge is permissible, enforceable and collectable under applicable federal and
state law and each Prepayment Charge was originated in compliance with all
applicable federal, state and local laws;

                  (bbb) The Mortgage Loan was not prepaid in full prior to the
Cut-off Date;

                  (ccc) Information provided to the rating agencies, including
loan level detail, is true and correct according to rating agency requirements;

                  (ddd) No Mortgage Loan is subject to the Georgia Fair Lending
Act effective from October 1, 2002 to March 6, 2003;

                  (eee) There is no Mortgage Loan that was originated on or
after October 1, 2002 and before March 7, 2003, which is secured by a Mortgaged
Property located in the State of Georgia; there is no Mortgage Loan that was
originated on or after March 7, 2003 which is a "high cost home loan" as defined
under the Georgia Fair Lending Act;

                  (fff) No Mortgage Loan originated on or after October 1, 2002
will impose a Prepayment Charge for a term in excess of three years; any
Mortgage Loan originated prior to such date will not impose a Prepayment Charge
in excess of five years;

                  (ggg) There is no Group I Mortgage Loan that (a) is secured by
property located in the State of New York; (b) had an original principal balance
of $300,000 or less, and (c) has an application date on or after April 1, 2003,
the terms of which loan equal or exceed either the APR or the points and fees
threshold for "high-cost home loans," as defined in Section 6-L of the New York
State Banking Law;

                  (hhh) The total combined points and fees charged in connection
with the originator of the Mortgage Loan does not exceed 8% of the original
principal balance of the Mortgage Loan;

                  (iii) [reserved];

                  (jjj) Each Mortgage Loan at the time it was made complied in
all material respects with applicable local, state, and federal laws, including,
but not limited to, all applicable predatory and abusive lending laws;

                  (kkk) None of the Mortgage Loans are High Cost as defined by
any state, local or federal law (including the applicable predatory and abusive
lending laws);



                                       30

<PAGE>



                  (lll) The servicer for each Group I Mortgage Loan has fully
furnished, and with respect to each such Mortgage Loan Fremont Investment & Loan
for so long as it remains the Servicer will continue to fully furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and unfavorable) on its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company (three of the credit repositories), on a monthly basis;

                  (mmm) Each Group I Mortgage Loan is in compliance with the
anti-predatory lending eligibility for purchase requirements of Fannie Mae's
Selling Guide;

                  (nnn) [reserved];

                  (ooo) No Group I Mortgage Loan is a "High Cost Home Loan" as
defined in the Georgia Fair Lending Act, as amended. No Mortgage Loan secured by
owner occupied real property or an owner occupied manufactured home located in
the State of Georgia was originated (or modified) on or after October 1, 2002
through and including March 6, 2003.

                  (ppp) No Group I Mortgage Loan is a "High Cost Home Loan" as
defined in New York Banking Law 6-1;

                  (qqq) Each borrower under a Group I Mortgage Loan was assigned
the highest credit grade available with respect to a mortgage loan product
offered by such Mortgage Loan's originator, taking into account the credit
history, debt to income ratio and loan requirements of such borrower;

                  (rrr) The methodology used in underwriting the extension of
credit for each Group I Mortgage Loan employs objective mathematical principles
which relate the borrower's income, assets and liabilities to the proposed
payment and such underwriting methodology does not rely on the extent of the
borrower's equity in the collateral as the principal determining factor in
approving such credit extension. Such underwriting methodology confirmed that,
with respect to each Group I Mortgage Loan, at the time of origination
(application/approval) the borrower had a reasonable ability to make timely
payments on such Mortgage Loan;

                  (sss) With respect to any Group I Mortgage Loan that contains
a provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to such Mortgage Loan's origination, the borrower agreed to
such premium in exchange for a monetary benefit, including but not limited to a
rate or fee reduction, (ii) the Originator had available programs that offered
the option of obtaining a mortgage loan that did not require payment of such a
premium, and prior to the Mortgage Loan's origination the Mortgage Loan was
available to the borrower with and without the prepayment penalty, (iii) the
prepayment premium was disclosed to the borrower in the related loan documents
pursuant to applicable state and federal law and (iv) notwithstanding any state
or federal law to the contrary, Fremont Investment & Loan for so long as it
remains the Servicer


                                       31

<PAGE>



shall not impose such prepayment premium in any instance when the mortgage debt
is accelerated as the result of the borrower's default in making the loan
payments on such Mortgage Loan;

                  (ttt) No borrower under any Group I Mortgage Loan was required
to purchase any credit life, disability, accident or health insurance product as
a condition of obtaining the extension of credit; no borrower under any Group I
Mortgage Loan obtained a prepaid single premium credit life, disability,
accident or health insurance policy in connection with the origination of such
Mortgage Loan; no proceeds from any Group I Mortgage Loan were used to purchase
single premium credit insurance policies as part of the origination of, or as a
condition to closing, such Mortgage Loan;

                  (uuu) All points and fees related to each Group I Mortgage
Loan were disclosed in writing to the borrower in accordance with applicable
state and federal law and regulation; with respect to each Group I Mortgage
Loan, except in the case of a Group I Mortgage Loan in an original principal
amount of less than $60,000 which would have resulted in an unprofitable
origination, no borrower was charged "points and fees" (whether or not financed)
in an amount greater than 5% of the principal amount of such Mortgage Loan, such
5% limitation being calculated in accordance with Fannie Mae's anti-predatory
lending requirements as set forth in the Fannie Mae Selling Guide;

                  (vvv) With respect to each Mortgage Loan, all fees and charges
(including finance charges) and whether or not financed, assessed, collected or
to be collected in connection with the origination and servicing of each such
Mortgage Loan has been disclosed in writing to the borrower in accordance with
applicable state and federal law and regulation;

                  (www) Fremont Investment & Loan for so long as it remains the
Servicer will transmit full-file credit reporting data for each Group I Mortgage
Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for each such
Mortgage Loan, Fremont Investment & Loan for so long as it remains the Servicer
agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
charged-off;

                  (xxx) The Mortgage Loans will be delivered on the Closing Date
free and clear of any servicing agreements. No servicing arrangements currently
exist or are contemplated and no servicing fees are owed with respect to the
Mortgage Loans other than the servicing arrangement, the Servicing Fee and
Master Servicing Fee contemplated by the Pooling and Servicing Agreement;

                  (yyy) With respect to any assumption, modification,
consolidation or extension agreements, such agreement has been recorded by the
servicer of the related Mortgage Loan if required under applicable law;

                  (zzz) Except as disclosed to the Purchaser or Greenwich
Capital Markets, Inc., neither the Seller nor any affiliate of the Seller has
made a Mortgage Loan secured by any Mortgaged


                                       32

<PAGE>


Property other than the related Mortgage Loan at origination or subsequent to
the time of the origination of such Mortgage Loan;

                  (aaaa) No Mortgage Loan is secured by cooperative housing
commercial property or mixed use property;

                  (bbbb) The Seller has complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA PATRIOT
Act of 2001;

                  (cccc) No Mortgage Loan is subject to the requirements of the
Home Ownership and Equity Protection Act of 1994 and no Mortgage Loan is in
violation of any state law or ordinance similar to the Home Ownership and Equity
Protection Act of 1994; and

                  (dddd) No Mortgage Loan is a "high cost home," "covered"
(excluding home loans defined as "covered home loans" pursuant to clause (1) of
the definition of that term in the New Jersey Home Ownership Security Act of
2002), "high risk home" or "predatory" loan under any other applicable state,
federal or local law (or a similarly classified loan using different terminology
under a law imposing heightened regulatory scrutiny or additional legal
liability for residential mortgage loans having high interest rates, points
and/or fees).



                                       33

<PAGE>



                                    EXHIBIT D

                             MORTGAGE LOAN SCHEDULE

                             Available Upon Request








                                       D-1

<PAGE>



                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS


To:      HSBC Bank, USA
         452 Fifth Avenue
         New York, NY 10018

         Re:      Pooling and Servicing Agreement, dated as of May 1, 2004,
                  among Financial Asset Securities Corp. as depositor, Fremont
                  Investment & Loan as servicer, Wells Fargo Bank, N.A. as
                  master servicer and trust administrator and HSBC Bank, USA, as
                  trustee
                  --------------------------------------------------------------

         In connection with the administration of the Mortgage Loans held by you
as Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt of the Trustee's Mortgage
File Or the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:
--------------------

Mortgagor Name, Address & Zip Code:
----------------------------------

Reason for Requesting Documents (check one):
-------------------------------------------

_________1.       Mortgage Paid in Full

_________2.       Foreclosure

_________3.       Substitution

_________4.       Other Liquidation (Repurchases, etc.)

_________5.       Nonliquidation        Reason:_____________________

Address to which Trustee should deliver the Trustee's Mortgage File:
________________________________________________________________________________
________________________________________________________________________________





                                       E-1

<PAGE>



                                         By:__________________________________
                                                  (authorized signer)

                                         Issuer:______________________________

                                         Address:_____________________________
                                                 _____________________________

                                         Date:________________________________


Trustee
-------

HSBC Bank, USA

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________                __________________
         Signature                                   Date

         Documents returned to Trustee:

         ______________________________              __________________
         Trustee                                     Date



                                       E-2

<PAGE>



                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                          May __, 2004



Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re:      Pooling and Servicing Agreement, dated as of May 1, 2004,
                  among Financial Asset Securities Corp. as depositor, Fremont
                  Investment & Loan as servicer, Wells Fargo Bank, N.A. as
                  master servicer and trust administrator and HSBC Bank, USA, as
                  trustee
                  --------------------------------------------------------------

Ladies and Gentlemen:

         Attached is the Trustee's preliminary exception report delivered in
accordance with Section 2.02 of the referenced Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Mortgage File pertaining to the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any
Mortgage File includes any of the documents specified in clause (v) of Section
2.01 of the Pooling and Servicing Agreement.



                                                     HSBC BANK, USA


                                                     By:________________________
                                                     Name:
                                                     Title:



                                      F-1-1

<PAGE>



                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                 ________________
                                                     [Date]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re:      Pooling and Servicing Agreement, dated as of May 1, 2004,
                  among Financial Asset Securities Corp. as depositor, Fremont
                  Investment & Loan as servicer, Wells Fargo Bank, N.A. as
                  master servicer and trust administrator and HSBC Bank, USA, as
                  trustee with respect to Fremont Home Loan Trust 2004-B,
                  Asset-Backed Certificates, Series 2004-B
                  --------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage loan paid in full
or listed on Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete and, based on an examination of
such documents, the information set forth in items 1, 2, 3, 10, 11, 15 and 28 of
the definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
accurately reflects information in the Mortgage File.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                                     HSBC BANK, USA, as Trustee


                                                     By:________________________
                                                     Name:
                                                     Title:



                                      F-2-1

<PAGE>



                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re:      Fremont Home Loan Trust 2004-B,
                  Asset-Backed Certificates Series 2004-B
                  ---------------------------------------

Ladies and Gentlemen:

         Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of May 1, 2004, among Financial Asset Securities Corp. as depositor, Fremont
Investment & Loan as servicer, Wells Fargo Bank, N.A. as master servicer and
trust administrator and HSBC Bank, USA, as trustee, we hereby acknowledge the
receipt of the original Mortgage Notes (a copy of which is attached hereto as
Exhibit 1) with any exceptions thereto listed on Exhibit 2.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.


                                                     HSBC BANK, USA, as Trustee


                                                     By:________________________
                                                     Name:
                                                     Title:



                                      F-3-1

<PAGE>



                                    EXHIBIT G

                                   [RESERVED]





                                       G-1

<PAGE>



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

         Personally appeared before me the undersigned authority to administer
oaths, __________________ who first being duly sworn deposes and says: Deponent
is __________________________ of ____________________________, successor by
merger to _________________________ ("Seller") and who has personal knowledge of
the facts set out in this affidavit.

On _________________________________, _________________________________ did
execute and deliver a promissory note in the principal amount of
$____________________.

         That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

         Seller executes this Affidavit for the purpose of inducing HSBC Bank,
USA, as trustee on behalf of Fremont Home Loan Trust 2004-B, Asset-Backed
Certificates Series 2004-B, to accept the transfer of the above described loan
from Seller.

         Seller agrees to indemnify and hold harmless HSBC Bank, USA and
Financial Asset Securities Corp. for any losses incurred by such parties
resulting from the above described promissory note has been lost or misplaced.

By:      _______________________
         _______________________

STATE OF                )
                        ) SS:
COUNTY OF               )

         On this ______ day of ______________, 20_, before me, a Notary Public,
in and for said County and State, appeared , who acknowledged the extension of
the foregoing and who, having been duly sworn, states that any representations
therein contained are true.

         Witness my hand and Notarial Seal this _________ day of 20__.

____________________________
____________________________
My commission expires __________________________.



                                       H-1

<PAGE>



                                    EXHIBIT I

                        FORM OF LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST
ENDORSEE, AS APPLICABLE], [a ___________________ corporation][a national banking
organization], having its principal place of business at
__________________________, (the "Undersigned"), pursuant to that Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among Financial
Asset Securities Corp. (the "Owner"), Fremont Investment & Loan as servicer
("Fremont"), Wells Fargo Bank, N.A. as master servicer and trust administrator
and HSBC Trust, USA, hereby constitutes and appoints Fremont, by and through
Fremont's officers, the undersigned's true and lawful Attorney-in-Fact, in the
Undersigned's name, place and stead, as their interests may appear, and for the
Undersigned's respective benefit, in connection with all Mortgage Loans serviced
by Fremont pursuant to the Pooling and Servicing Agreement, for the purpose of
performing all acts and executing all documents in the name of the Undersigned
as may be customarily and reasonably necessary and appropriate to effectuate the
following enumerated transactions in respect of any of the mortgages, deeds of
trust or security instrument (each a "Mortgage" or a "Deed of Trust"
respectively) and promissory notes secured thereby (each a "Mortgage Note") for
which the Undersigned is acting as Servicer pursuant to the Pooling and
Servicing Agreement (whether the Undersigned is named therein as mortgagee or
beneficiary or has become mortgagee by virtue of endorsement of the Mortgage
Note secured by any such Mortgage or Deed of Trust) all subject to the terms of
the related Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1. The modification or re-recording of a Mortgage or Deed of Trust, where said
modification or re-recording is for the purpose of correcting the Mortgage or
Deed of Trust to conform same to the original intent of the parties thereto or
to correct title errors discovered after such title insurance was issued and
said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or Deed of Trust as insured.

2. The subordination of the lien of a Mortgage or Deed of Trust to an easement
in favor of a public utility company or a governmental agency or authority
thereunder with powers of eminent domain; this section shall include, without
limitation, the execution of partial satisfaction/release, partial reconveyances
or the execution of requests to trustees to accomplish same.

3. The conveyance of the properties to the mortgage insurer, or the closing of
the title to the property to be acquired as real estate owned, or conveyance of
title to real estate owned.

4. The completion of loan assumption agreements.

5. The full satisfaction/release of a Mortgage or Deed of Trust or full
reconveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related Mortgage Note.

6. The assignment of any Mortgage or Deed of Trust and the related Mortgage
Note, in connection with the repurchase of the mortgage loan secured and
evidenced thereby.



                                       I-1

<PAGE>



7. The full assignment of a Mortgage or Deed of Trust upon payment and discharge
of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related Mortgage Note.

8. With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial
foreclosure or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:

a) the substitution of trustee(s) serving under a Deed of Trust, in accordance
with state law and the Deed of Trust; b) the preparation and issuance of
statements of breach or non-performance; c) the preparation and filing of
notices of default and/or notices of sale; d) the cancellation/rescission of
notices of default and/or notices of sale; e) the taking of a deed in lieu of
foreclosure; and f) the preparation and execution of such other documents and
performance of such other actions as may be necessary under the terms of the
Mortgage, Deed of Trust or state law to expeditiously complete said transactions
in paragraphs 8(a) through 8(e) above.

9. The full assignment of a Mortgage or Deed of Trust upon sale of a loan
pursuant to a mortgage loan sale agreement for the sale of a loan or pool of
loans, including, without limitation, the assignment of the related Mortgage
Note.

The Undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney, each subject to the terms and conditions set forth in the
related Pooling and Servicing Agreement and in accordance with the standard of
care applicable to servicers in the Pooling and Servicing Agreement as fully as
the undersigned might or could do, and hereby does ratify and confirm to all
that said Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof. This Limited Power of Attorney shall be effective as of [SERVICING
TRANSFER EFFECTIVE DATE].

Nothing contained herein shall (i) limit in any manner any indemnification
provided by Fremont to the Owner under the Pooling and Servicing Agreement, or
(ii) be construed to grant Fremont the power to initiate or defend any suit,
litigation or proceeding in the name of the Undersigned except as specifically
provided for herein or under the Pooling and Servicing Agreement.

The Owner hereby agrees to indemnify and hold the Undersigned and its directors,
officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by
reason or result of or in connection with the exercise by Fremont of the powers
granted to it hereunder. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Pooling and Servicing Agreement or the
earlier resignation or removal of the Undersigned under the Pooling and
Servicing Agreement.

Any third party without actual notice of fact to the contrary may rely upon the
exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made
in writing by the undersigned, and such third party put on notice thereof.


                                       I-2

<PAGE>



This Limited Power of Attorney shall be in addition to and shall not revoke or
in any way limit the authority granted by any previous power of attorney
executed by the Undersigned.

IN WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
Agreement, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by ______________________,
its duly elected and authorized _________________________ this ___ day of
_________________, 2004.


By:_____________________________________
Name:   ______________________
Title:  ___________________________


Acknowledged and Agreed
Fremont Investment & Loan

By:_________________________
Name:
Title:




                                       I-3

<PAGE>



                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                     [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank, USA
452 Fifth Avenue
New York, NY 10018



                  Re:      Fremont Home Loan Trust 2004-B,
                           Asset-Backed Certificates Series 2004-B
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates,
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.



                                       J-1

<PAGE>




                                                     Very truly yours,

                                                     [NAME OF TRANSFEREE]

                                                     By:________________________
                                                           Authorized Officer



                                       J-2

<PAGE>




                       FORM OF RULE 144A INVESTMENT LETTER

                                               [DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank, USA
452 Fifth Avenue
New York, NY 10018

                  Re:      Fremont Home Loan Trust 2004-B,
                           Asset-Backed Certificates Series 2004-B
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.



                                       J-3

<PAGE>




                                                     Very truly yours,

                                                     [NAME OF TRANSFEREE]

                                                     By:________________________
                                                          Authorized Officer


                                       J-4

<PAGE>



                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $ 1 in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A and (ii) the
Buyer satisfies the criteria in the category marked below.

                  _______________ Corporation, etc. The Buyer is a corporation
                  (other than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986, as amended.

                  _______________ Bank. The Buyer (a) is a national bank or
                  banking institution organized under the laws of any State,
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

                  _______________ Savings and Loan. The Buyer (a) is a savings
                  and loan association, building and loan association,
                  cooperative bank, homestead association or similar
                  institution, which is supervised and examined by a State or
                  Federal authority having supervision over any such
                  institutions or is a foreign savings and loan association or
                  equivalent institution and (b) has an audited net worth of at
                  least $25,000,000 as demonstrated in its latest annual
                  financial statements, a copy of which is attached hereto.

                  _______________ Broker-Dealer. The Buyer is a dealer
                  registered pursuant to Section 15 of the Securities Exchange
                  Act of 1934.

--------
1        Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.


                                       J-5

<PAGE>



                  _______________ Insurance Company. The Buyer is an insurance
                  company whose primary and predominant business activity is the
                  writing of insurance or the reinsuring of risks underwritten
                  by insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency of
                  a State, territory or the District of Columbia.

                  _______________ State or Local Plan. The Buyer is a plan
                  established and maintained by a State, its political
                  subdivisions, or any agency or instrumentality of the State or
                  its political subdivisions, for the benefit of its employees.

                  _______________ ERISA Plan. The Buyer is an employee benefit
                  plan within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

                  _______________ Investment Advisor. The Buyer is an investment
                  advisor registered under the Investment Advisors Act of 1940.

                  _______________ Small Business Investment Company. Buyer is a
                  small business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  _______________ Business Development Company. Buyer is a
                  business development company as defined in Section 202(a)(22)
                  of the Investment Advisors Act of 1940.

         3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

         5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.



                                       J-6

<PAGE>



         6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                                     ___________________________
                                                         Print Name of Buyer

                                                     By:________________________
                                                     Name:
                                                     Title:

                                                     Date:______________________


                                       J-7

<PAGE>



                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyers Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

                  _______________ The Buyer owned $_________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Buyer's most recent fiscal year (such amount
                  being calculated in accordance with Rule 144A).

                  _______________ The Buyer is part of a Family of Investment
                  Companies which owned in the aggregate $___________ in
                  securities (other than the excluded securities referred to
                  below) as of the end of the Buyer's most recent fiscal year
                  (such amount being calculated in accordance with Rule 144A).

         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "SECURITIES" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

         5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on


                                       J-8

<PAGE>



the statements made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.

         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                          _____________________________________
                                          Print Name of Buyer or Adviser

                                          By:__________________________________
                                          Name:
                                          Title:

                                          IF AN ADVISER:

                                          _____________________________________
                                          Print Name of Buyer


                                          Date:________________________________




                                       J-9

<PAGE>



                                    EXHIBIT K

              FORM OF TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES

FREMONT HOME LOAN TRUST 2004-B
ASSET-BACKED CERTIFICATES, SERIES 2004-B


STATE OF                       )
                               ) ss.:
COUNTY OF                      )

         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in Class R Certificates (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Agreement"), among Financial Asset Securities Corp. as depositor, Fremont
Investment & Loan as servicer, Wells Fargo Bank, N.A. as master servicer and
trust administrator and HSBC Bank, USA, as trustee. Capitalized terms used, but
not defined herein shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.

         2. The Transferee is, as of the date hereof and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

         3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) to a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

         4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass- through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person).



                                       K-1

<PAGE>



         5. The Transferee has reviewed the provisions of Section 6.02(d) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 6.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee and the Trust Administrator a
certificate substantially in the form set forth as Exhibit K to the Agreement (a
"Transferor Certificate") to the effect that such Transferee has no actual
knowledge that the Person to which the Transfer is to be made is not a Permitted
Transferee.

         7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Certificate.

         8. The Transferee's taxpayer identification number is _____________.

         9. The Transferee is a U.S. Person as defined in Code Section
7701-(a)(30).

         10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         11. The Transferee is not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, nor is it acting on
behalf of such a plan.




                                       K-2

<PAGE>



         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ___ day of __________, ___.

                                                     [NAME OF TRANSFEREE]

                                                     By:________________________
                                                     Name:
                                                     Title:

[Corporate Seal]

ATTEST:

__________________________
[Assistant] Secretary

         Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

         Subscribed and sworn before me this __ day of _______, ___.


                                ________________________________________________
                                                  NOTARY PUBLIC

                                My Commission expires the ____ day of ____, ___.




                                       K-3

<PAGE>



                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                  [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

              Re:   Fremont Home Loan Trust 2004-B,
                    Asset-Backed Certificates Series 2004-B
                    ---------------------------------------

Ladies and Gentlemen:

         In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.

                                                     Very truly yours,

                                                     TRANSFEROR

                                                     By:________________________
                                                     Name:
                                                     Title:



                                       L-1

<PAGE>



                                    EXHIBIT M

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                             _____________, 20__


Financial Asset Securities Corp.                  Wells Fargo Bank, N.A.
600 Steamboat Road                                9062 Old Annapolis Road
Greenwich, Connecticut 06830                      Columbia, Maryland 21045

        Re:   Fremont Home Loan Trust 2004-B,
              Asset-Backed Certificates Series 2004-B
              ---------------------------------------
Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance Fremont Home Loan Trust 2004-B, Asset-Backed Certificates
Series 2004-B, Class [C][P][R] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement, dated as of May 1, 2004, among Financial Asset
Securities Corp. as depositor, Fremont Investment & Loan as servicer, Wells
Fargo Bank, N.A. as master servicer and trust administrator and HSBC Bank USA,
as trustee with respect to Fremont Home Loan Trust 2004-B, Asset-Backed
Certificates, Series 2004-B. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to, and
covenants with the Depositor, the Trustee, the Trust Administrator, the Servicer
and the Master Servicer the following:

                  The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R. ss.
2510.3-101.

                                            Very truly yours,

                                            [Transferee]

                                            By:_____________________________
                                            Name:
                                            Title:


                                       M-1

<PAGE>



                                   EXHIBIT N-1

                            FORM CERTIFICATION TO BE
                   PROVIDED TO MASTER SERVICER BY THE SERVICER

       Re:   Fremont Home Loan Trust, Series 2004-B
             Asset Backed Certificates, Series 2004-B
             ----------------------------------------

                  I, [identify the certifying individual], certify to Financial
Asset Securities Corp. (the "Depositor"), Wells Fargo Bank, N.A. ("Wells Fargo")
and HSBC Bank, USA (the "Trustee") and their respective officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the information provided to the Trust
Administrator by the Servicer pursuant to the Pooling and Servicing Agreement
and information correctly derived by the Trust Administrator from such
information and included in the annual report on Form 10-K for the fiscal year
[___] and on all reports on Form 8-K filed in respect of periods included in the
year covered by that annual report, of the Depositor relating to the Trust Fund
(the "Servicing Information");

                  2. Based on my knowledge, the Servicing Information in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
as of the last day of the period covered by that annual report;

                  3. Based on my knowledge, the Servicing Information is
correct;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon the review
required under the Pooling and Servicing Agreement, and except as disclosed to
the Depositor, the Trustee and the Trust Administrator, the Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. I have disclosed to the Servicer's certified public
accountants and the Depositor all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement.



                                      N-1-1

<PAGE>




                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated May 1,
2004 (the "Pooling and Servicing Agreement"), among the Depositor, Fremont
Investment & Loan as servicer, Wells Fargo as trustee and trust administrator
and the Trustee.

                                               FREMONT INVESTMENT & LOAN


                                               By:____________________________
                                               Name:
                                               Title:
                                               Date:


                                      N-1-2

<PAGE>



                                   EXHIBIT N-2

                      FORM OF MASTER SERVICER CERTIFICATION

       Re:  Fremont Home Loan Trust 2004-B
            Asset-Backed Certificates, Series 2004-B
            ----------------------------------------

                  I, _______________, the senior officer of Wells Fargo Bank,
N.A., certify that:

                  l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in
respect of periods included in the year covered by this annual report, of
Financial Asset Securities Corp. (the "Registrant");

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution of servicing
information required to be provided to the Trust Administrator by the Servicer
under the Pooling and Servicing Agreement is included in these reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the Trust
Administrator in accordance with the terms of the Pooling and Servicing
Agreement, and except as disclosed in the reports, the Servicer has fulfilled
its obligations under the servicing agreement; and

                  5. The reports disclose all significant deficiencies relating
to the Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the Pooling and Servicing Agreement that
is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Fremont
Investment & Loan.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated May 1,
2004 (the "Pooling and Servicing Agreement"), among the Registrant as depositor,
Fremont Investment & Loan as servicer, Wells Fargo Bank, N.A. as master servicer
and trust administrator and HSBC Bank, USA as trustee.



                                      N-2-1

<PAGE>



                                                     Wells Fargo Bank, N.A.


                                                     By:________________________
                                                     Name:
                                                     Title:
                                                     Date:


                                      N-2-2

<PAGE>



                                    EXHIBIT O

                              FORM OF CAP CONTRACT

                             Available Upon Request


                                       O-1

<PAGE>



                                   EXHIBIT P-1

              FORM OF SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE


___________________ Trust, Series 200_-___
_______________ Pass-Through Certificates

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of _______________________________ (the
"Servicer"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of May 1, 2004 (the "Agreement"),
among Financial Asset Securities Corp. as depositor, Fremont Investment & Loan
as servicer, Wells Fargo Bank, N.A. as master servicer and trust administrator
and HSBC Bank USA as trustee.

                  2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreements.


Dated: _________________




                                      P-1-1

<PAGE>




                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.

                                             By:  _____________________________
                                             Name:
                                             Title:

                  I, _________________________, a (an) __________________ of the
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Servicer and that the signature
appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.


                                             By:  ______________________________
                                             Name:
                                             Title:



                                      P-1-2

<PAGE>



                                   EXHIBIT P-2

           FORM OF MASTER SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE


___________________ Trust, Series 200_-___
_______________ Pass-Through Certificates

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of _______________________________ (the
"Master Servicer"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of May 1, 2004 (the "Agreement"),
among Financial Asset Securities Corp. as depositor, Fremont Investment & Loan
as servicer, Wells Fargo Bank, N.A. as master servicer and trust administrator
and HSBC Bank, USA as trustee.

                  2. I have reviewed the activities of the Master Servicer
during the preceding year and the Master Servicer's performance under the
Agreement and to the best of my knowledge, based on such review, the Master
Servicer has fulfilled all of its obligations under the Agreement throughout the
year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreements.


Dated: _________________




                                      P-2-1

<PAGE>




                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.

                                               By:  ____________________________
                                               Name:
                                               Title:

                  I, _________________________, a (an) __________________ of the
Master Servicer, hereby certify that _________________ is a duly elected,
qualified, and acting _______________________ of the Master Servicer and that
the signature appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.


                                                     By:  ______________________
                                                     Name:
                                                     Title:



                                      P-2-2

<PAGE>


                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request




                                    Sch. I-1